Common use of Additional Rent Clause in Contracts

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on Seller, as landlord under the Commencement DateLeases, for each calendar year is currently collecting from tenants under the Leases additional rent to cover taxes, insurance, utilities, maintenance and other operating costs and expenses (collectively, "Operating Expenses Pass-Throughs") incurred by Seller in connection with the ownership, operation, maintenance, and management of the Term (prorated Premises. If Seller collected estimated prepayments of Operating Expense Pass-Throughs in excess of any tenant's share of such expenses, then, if the excess can be determined by the Closing, Buyer shall receive a credit for the excess or, if the excess cannot be determined at Closing, Buyer shall receive a credit based upon an estimate, and the parties shall make an adjusting payment between them when the correct amount can be determined. In either event, Buyer shall be responsible for crediting or repaying those amounts to the appropriate tenants. If Seller collected estimated prepayments of Operating Expense Pass-Throughs attributable to any calendar year falling partially within the Term)period after Closing, Tenant Seller shall pay or credit any such amounts to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”)Buyer at Closing. Prior To the extent that estimated payments of Operating Expense Pass-Throughs are required to the Commencement Date be paid monthly by any tenant, and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such tenant's lease year, or the calendar year, a statement (“Landlord’s Statement”) in reasonable detailsuch estimated amounts are to be recalculated based upon actual amounts for that lease year or calendar year, including supportive documentation, setting forth (a) with the amount of Tenant's actual responsibility appropriate adjustments being made with such tenants' then-Operating Expense Pass-Throughs for Additional Rent, such tenant shall be finally prorated between Seller and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant Buyer at the time Landlord furnishes of such reconciliation with the statementtenant, orusing the Date of Closing as the proration date. At the time(s) of final calculation and collection from (or refund to) each tenant of the amounts in reconciliation of actual Operating Expense pass-Throughs for such period which have been collected, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement there shall be final a re-proration between Seller and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety Buyer, taking into account the additional amount collected from (90or refunded to) days from receipteach tenant. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period In furtherance of three (3) years following each yearthe foregoing, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute if, with respect to any tenant, the recalculated Operating Expense Pass-Throughs is less than the estimated amount paid by such tenant, and a refund is paid by Buyer to such tenant, then the portion of the refund allocable to the period prior to the Closing, to the extent previously paid to or collected by Seller, shall be refunded by Seller to Buyer. If, with respect to any tenant, the recalculated Operating Expense Pass-Throughs exceeds the estimated amount paid by such tenant, and the shortfall is collected by Buyer from such tenant, the portion of such shortfall allocable to the period prior to the Closing, to the extent not previously paid to or collected by Seller, shall be paid by Buyer to Seller. Notwithstanding the foregoing, there shall, however, be an initial proration at Closing with regard to all Operating Expense Pass-Throughs. The Seller shall provide Buyer no later than ten (10) days before the Closing Date with invoices, purchase orders and other documentation sufficient to establish Operating Expense Pass-Throughs for the Property incurred by Seller prior and up to the Closing Date, together with evidence of all amounts collected by tenants as of the Closing Date for such Operating Expense Pass-Throughs, so that Buyer can complete the year-end reconciliation ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility ▇ to Tenants for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditOperating Expense Pass-Throughs.

Additional Rent. Commencing on Beginning with the Commencement Date, for each calendar year commencement date of the Term (prorated for any calendar year falling partially within the Term)term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as additional rent LandlordAdditional Rent the following: (1) Tenant’s Insurance proportionate share of all utilities relating to the Complex as set forth in Paragraph 11, and (2) Tenant’s proportionate share of all Taxes relating to the Complex as defined belowset forth in Paragraph 12, and (3) Tenant’s proportionate share of all insurance premiums relating to the Complex, as set forth in Paragraph 15, including reasonable deductibles and the pre-payment of premiums for coverage of up to one year. The amount of earthquake insurance deductibles actually paid shall be amortized ( including interest at the rate of 8% per year on the unamortized cost) over a period of ten (10) years and only the amortized portion during the Term of this Lease shall be included as Additional Rent; and (4) Tenant’s proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Real Property Taxes Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and (collectively known as “5) All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys’ fees and legal expenses, that may accrue thereto in the event of Tenant’s failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant’s part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth have all the following: (a) Landlord's estimate rights and remedies with respect thereto as Landlord has for nonpayment of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)rent. Tenant shall pay to Landlord the Monthly Estimated monthly, in advance, Tenant’s proportionate share of an amount estimated by Landlord to be Landlord’s approximate average monthly expenditure for such Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month items, which estimated amount shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For reconciled at the end of each calendar year as compared to Landlord’s actual expenditure for said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord refunding to Tenant (providing Tenant is not in default in the performance of any of the Term terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in which Tenant is responsible excess of Landlord’s actual expenditures for paying said Additional RentRent items. Tenant’s payment for such estimated Additional Rent for the Early Access Period as well as in the first twelve (12) months of this Lease shall be $22,600.00 per month. Prior to execution and delivery of this Lease by both parties, Landlord shall furnish provide to Tenant by written notice, delivered in accordance with Article 22 complete and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, accurate figures setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each of the two (2) full calendar years preceding the calendar year for in which the Lease Commencement Date occurs. The respective obligations of Landlord and Tenant under this Paragraph 4 shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a period day other than the last day of three (3) years following each a calendar year, and such records the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be made available for inspection determined and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations settled on the basis of Tenant's the statement of actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 for such calendar year and shall be resolved by prorated in the parties through consultation proportion which the number of days in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) calendar year preceding such expiration or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment termination bears to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit365.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for such year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Operating Expense Adjustment. Tenant shall pay to Landlord as additional rent Landlord’s Insurance (Tenant's Proportionate Share of operating expenses and real property taxes for the Building. Effective January 1 of each year Landlord shall estimate the operating expenses and real property taxes. Monthly rent for that year shall be increased by one-twelfth of Tenant's Proportionate Share of operating expenses and real property taxes, provided that Landlord may revise its estimate during any year with reasonable cause and the additional estimate shall be payable as defined below) equal additions to rent for the remainder of the calendar year. Following the end of each calendar year, Landlord shall compute Tenant's actual Proportionate Share of operating expenses and Real Property Taxes (collectively known as “Additional Rent”)real property taxes and bill Tenant for any deficiency or credit Tenant with any excess collected. Prior to the Commencement Date Tenant shall pay any such deficiency and at least Landlord shall pay any such credit within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) after Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentbilling, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant whether or not this Lease shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant have expired or terminated at the time Landlord furnishes of such billing. 19.1.1 As used herein "real property taxes" as used herein shall mean all taxes and assessments of any public authority against the statementBuilding and the land on which it is located, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcontesting any tax and any form of fee or charge imposed on Landlord as a direct consequence of owning or leasing the Premises, including but not limited to, rent taxes, gross receipt taxes, leasing taxes, or any fee or charge wholly or partially in lieu of or in substitution for ad valorem real property taxes or assessments, whether now existing or hereafter enacted. As used herein, "operating expenses" shall mean all costs of operating, maintaining, managing, replacing and repairing the Building as determined by standard real estate accounting practice, including, but not limited to: all water and sewer charges; the cost of natural gas and electricity provided to the Building; janitorial and cleaning supplies and services for the common areas of the Building; administration costs and management fees; superintendent fees; security services, if any; insurance premiums; licenses, permits for the operation and maintenance of the Building and all of its component elements and mechanical systems; ordinary and emergency repairs and maintenance, and the annual amortized capital improvement cost (amortized over such a period as Landlord may select but not shorter than the period allowed under the Internal Revenue Code and at a current market interest rate) for any capital improvements to the Building. "Operating expenses" shall also include all assessments under recorded covenants or master plans and/or by owner's associations. In the event the average occupancy level of the Building for any calendar year was or is not one hundred percent (100%) of full occupancy, then the estimated operating expenses and actual operating expenses for such year shall be proportionately adjusted by Landlord to reflect those costs which have occurred had the Building been one hundred percent (100%) occupied during such year.

Additional Rent. Commencing on the Lease Commencement DateDate (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, for each calendar year of in addition to the Term (prorated for any calendar year falling partially within the Term)Base Monthly Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”)) the following amounts: A. Tenant’s Proportionate share of all Project Maintenance Costs. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of may b▇▇▇▇▇▇'s Additional Rent▇ Tenant, on a periodic basis not more frequently than monthly, Tenant’s Proportionate Share of such costs as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord such share of such costs together with an accounting fee equal to five percent of the Monthly Estimated Rent beginning amount so billed within ten days from the date Landlord shall have billed Tenant for same. B. Tenant’s Proportionate Share of Landlord’s Insurance Costs and Real Property Taxes plus an accounting fee equal to five percent of such amount. Payment shall be made by whichever of the following methods is from time to time designated by Landlord: (1) Landlord may b▇▇▇ to tenant, on the Commencement Date and on the first day a periodic basis not more frequently than monthly, Tenant’s Proportionate Share of every successive calendar month thereafter Landlord’s Insurance Costs or Real Property Taxes, as paid or incurred by Landlord during the Term. Monthly Estimated Rent for a current period of less than one month shall be prorated on a daily basis based on a three hundred sixty-together with an accounting fee equal to five (365) day year. For each calendar year percent of the Term in which Tenant is responsible for paying Additional Rentamount billed, within ten days after receipt of a written b▇▇▇ therefore from Landlord; or (2) Landlord shall furnish may deliver to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after Landlord’s reasonable estimate of Landlord’s Insurance Costs and/or Real Property Taxes it anticipates will be paid or incurred for the end of such ensuring calendar or fiscal year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) as the amount of Tenant's actual responsibility for Additional Rentcase requires, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay its Proportionate Share for such year, together with an accounting fee equal to five percent of the deficiency estimated amount, in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the method of billing Tenants its Proportionate Share or the periodic basis on which such increases are billed. C. Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; D. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt pursuant to Article 13; and E. Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the sum of (x) the amount (if any) by which Operating Costs for the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes, and (z) the amount (if any) by which Utilities for such period exceed the Utilities for the Base Year (“Base Utilities”). It is the intention of Landlord and Tenant that the Base Rent paid to Landlord be absolutely net of all increases in Operating Costs, Taxes and Utilities over, respectively, the Base Operating Costs, Base Taxes, and Base Utilities, and the provisions of this Section 3(b) are intended to so provide. Tenant agrees that any Taxes or Operating Costs that accrue or are incurred during the Term of this Lease may be included in the calculation of Additional Rent, notwithstanding that such Taxes or Operating Costs may be payable by Landlord in arrears. Notwithstanding anything to the contrary contained heroin, Tenant shall pay one hundred percent (prorated 100%) of the Taxes separately allocable to the Premises. Notwithstanding anything contained in this section 3(b) to the contrary, the Tenant shall have no obligation to pay Operating Costs, Taxes or Utilities for any the twelve (12) month period following the Commencement Date. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes, Utilities and Tenant’s Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs, Taxes or Utilities for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish Tenant a statement (the “Statement”) with respect to such year, showing Operating Costs, Taxes, Utilities and Additional Rent for the year, and the total payments made by Tenant with respect thereto. The payment of any additional Rent by Tenant shall not preclude it from questioning the truth, correctness, or completeness of any statement outlining the Operating Expenses. Tenant and its authorized representatives shall have the right to audit Landlord’s records with respect to the Operating Expenses once per year. In the event Tenant’s audit discloses discrepancies, the appropriate adjustment shall be made, and if such discrepancies result in an overcharge to Tenant that is in excess of 10% of the annual billing to Tenant for such item(s), Landlord shall also reimburse Lessee for its actual out-of-pocket costs of such audit. Unless Tenant raises any objections to the Statement within one hundred twenty (120) days after receipt of the same, such Statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such Statement or any item therein or the computation of Additional Rent based thereon. The accountant or auditor must be a written statement setting forth member of a nationally recognized accounting firm and must not charge a fee based on the following: (a) Landlord's estimate amount of ▇▇▇▇▇▇'s Additional RentRent that the account is able to save Tenant by the inspection. Tenant must give reasonable notice to Landlord of the request for inspection or audit, and the inspection and audit must be conducted in Landlord’s offices at a reasonable time or times. Any objection of Tenant to the statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on the Statement, nor shall any failure of Landlord to deliver the Statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on the Statement. (b4) a calculation If Tenant’s Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof; Tenant shall pay Landlord the deficiency within ten (10) business days of one-twelfth (1/12) Tenant’s receipt of Landlord's estimate of ▇▇▇▇▇▇'s ’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for the year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease, unless such excess is more than. Ten Thousand and No/100ths Dollars (“Monthly Estimated Rent”)$10,000) and Tenant is not then in default under this Lease, in which event such excess shall be refunded to Tenant. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs, Taxes and Utilities for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding a termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five case may be, within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6010) days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodwhich this Lease terminates, the parties shall request an audit of difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the disputed matter from an independent, certified public accountant selected total amount previously paid by both Landlord and Tenant, whose decision shall be based Tenant on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditaccount thereof.

Additional Rent. Commencing on For purposes of this Lease, Tenant's "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises MULTIPLIED BY (b) the difference between (i) the Operating Expenses DIVIDED BY the Net Rentable Area of the Building MINUS (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within thirty (30) days thereafter, Tenant shall pay to Landlord or Landlord shall credit against the next installment of Additional Rent due by Tenant (or Landlord shall refund to Tenant, if the Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such year and the estimated Additional Rent paid by Tenant during such year. In the event that Tenant is not satisfied with the statements of actual Additional Rent submitted by Landlord, Tenant shall have the annual right, at Tenant's expense and after giving twenty (20) days' prior written notice to Landlord, to cause a nationally recognized firm of independent certified public accountants reasonably acceptable to Landlord (similar to the "big six" firms as additional rent Landlord’s Insurance that term is used on the date hereof) to make a special audit of all books and records pertaining to the Operating Expenses and the statements of Additional Rent for any periods within two (as defined below2) and Real Property Taxes (collectively known as “Additional Rent”). Prior Fiscal Years prior to the review; provided, however, no review shall extend to periods of time preceding the Fiscal Year within which the Commencement Date and at least thirty falls. If any such audit reveals that Landlord overcharged Tenant for Operating Expenses by more than five percent (305%) days prior to the beginning of each calendar year thereafterin any one year, Landlord shall furnish to Tenant a written statement setting forth will pay the following: (aproportionate cost for such audit for the year(s) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Landlord was found to have overcharged Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent). If any such audit indicates that the statement submitted to Tenant is incorrect, Landlord shall pay the costs of said audit and shall credit to Tenant any overpayment toward or Tenant shall pay to Landlord any underpayment, as the next Base Rent and/or Monthly Estimated Rent payment falling case may be, which is established by any such audit. Any payments required to be made by the parties pursuant to the preceding sentence shall be due or pay such overpayment to Tenant and payable within thirty (30) days. If business days after receipt of such audit by the variance is less than five percent (5%), Tenant shall pay the cost of said auditparty required to make such payment.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall Subtenant agrees to pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known Sublandlord, as “Additional Rent” hereunder and without any deduction or setoff whatsoever, 100% of the amounts paid with respect to “Operating Costs” (as defined in the Prime Lease) above the amounts paid for calendar year 2008, and 100% of the amounts paid with respect to “Taxes” (as defined in the Prime Lease) above the amounts paid for fiscal year 2008 (i.e. July 2007 through June 2008). Sublandlord shall provide Subtenant with all documentation furnished to Sublandlord by Prime Landlord under the Prime Lease with respect to Operating Costs and Taxes (the “Statement of Expenses”). Prior Subtenant shall make monthly payments to Sublandlord on account of Prime Landlord’s estimation of amounts payable by Subtenant with respect to Operating Costs and Taxes in the Commencement Date same manner and at least thirty (30) the same time as Base Rent is paid hereunder. Subtenant may, within 90 days prior to the beginning after receiving Sublandlord’s Statement of each calendar year thereafterExpenses, Landlord shall furnish to Tenant a give Sublandlord written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent notice (“Monthly Estimated RentReview Notice”). Tenant shall pay ) that Subtenant intends to Landlord review Sublandlord’s records of the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive Expenses for that calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year Within a reasonable time after receipt of the Term in which Tenant is responsible Review Notice, Sublandlord shall make all pertinent records available for paying Additional Rentinspection that are reasonably necessary for Subtenant to conduct its review. If any records are maintained at a location other than the office of the Building, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 Subtenant may either inspect the records at such other location or pay for the reasonable cost of copying and within sixty (60) shipping the records. Within 60 days after the end of such calendar yearrecords are made available to Subtenant, a statement Subtenant shall have the right to give Sublandlord written notice (an “Landlord’s StatementObjection Notice”) stating in reasonable detaildetail any objection to Sublandlord’s Statement of Expenses for that year. If Subtenant fails to give Sublandlord an Objection Notice within the 60 day period or fails to provide Sublandlord with a Review Notice within the 90 day period described above, including supportive documentationSubtenant shall be deemed to have approved Sublandlord’s Statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Subtenant provides Sublandlord with a timely Objection Notice, setting forth (a) Sublandlord and Subtenant shall work together in good faith to resolve any issues raised in Subtenant’s Objection Notice. If Sublandlord and Subtenant determine that Expenses for the calendar year are less than reported, Sublandlord shall provide Subtenant with a credit against the next installment of Rent in the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearoverpayment by Subtenant. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement The records obtained by Subtenant shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred treated as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditconfidential.

Additional Rent. Commencing on the Commencement DateThis Lease is a triple net lease, for each calendar year meaning and intending that in addition to payment of the Term (prorated for any calendar year falling partially within the Term)Base Rent, Tenant Lessee shall pay to Landlord directly or reimburse Lessor for Lessee’s proportionate share of all taxes, insurance costs, operating costs, charges and expenses actually incurred by Lessor in connection with the Leased Premises and the Building and Property, all as additional rent Landlord’s Insurance more particularly set forth hereinbelow (as defined below) and Real Property Taxes (collectively known as hereinafter “Additional Rent”). Prior Lessee’s proportionate share shall be . Base Rent and Additional Rent may sometimes hereinafter be collectively referred to as “Rent”. Lessor’s common area expenses shall include all real estate taxes, insurance costs and premiums, common area electricity, management fees, office expenses, snow removal, landscaping, water and sewer charges, the maintenance of the HVAC, building sprinkler tests, operating costs, charges and expenses directly related to the Commencement Date building and at least thirty property, association fees, and all maintenance and repairs (30) days prior to the beginning of collectively “Operating Expenses”). Lessor shall determine Estimated Operating Expenses as defined hereinbelow for each calendar year during the Term of the Lease, as same may be extended. As used herein, Estimated Operating Expenses means, with respect to each such calendar year, Lessor’s reasonable determination of the anticipated Operated Expenses, which determination shall be based on the prior year’s actual Operating Expenses and reasonable projections of changes to same adjusted to reflect full occupancy for twelve (12) months. Commencing on the date that the first installment of Base Rent is due pursuant to Article 6, and on each day that subsequent installments of Base Rent are due thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate Lessee’s proportionate share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Operating Expenses shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearpaid by Lessee to Lessor. For After presentation to Lessee following each calendar year of during the Term of a statement in which Tenant is responsible reasonable detail summarizing the Operating Expenses for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's an adjustment shall be made to account for actual responsibility Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such calendar year. If the total amount of Tenant's actual responsibility Estimated Operating Expenses actually received by the Lessor from the Lessee for Additional Rent exceeds any calendar year shall be less than the sum of Tenant's Monthly Estimated Rent paymentsOperating Expenses for such calendar year, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds then the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement such difference shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement payable by the Lessee within ninety twenty (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9020) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and annual statement summarizing Operating Expenses. If the total amount of the Estimated Operating Expenses actually received by Lessor from Lessee for any calendar year shall be resolved by greater than the parties through consultation in good faith Operating Expenses for such calendar year, then the Lessor shall, at its option, within sixty twenty (6020) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit delivery of the disputed matter from annual statement summarizing Operating Expenses either pay to the Lessee the amount of such excess or credit an independentequal amount against the Lessee’s Rent obligations hereunder. In the event the Commencement Date and/or Expiration Date of the Lease do not coincide with the first and last day of a calendar year respectively, certified public accountant selected by both Landlord Lessee’s obligation to pay Additional Rent for the first and Tenant, whose decision final lease years shall be based on generally accepted accounting principles and shall be final and binding on the partiesadjusted proportionately. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord Initially Lessee shall pay the costs Lessor Additional Rent of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly as Estimated Rent payment falling due or pay such overpayment to Tenant within thirty Operating Expenses (30) days. If the variance is less than five percent (5%which includes estimated real estate taxes), Tenant shall pay the cost of said audit.

Additional Rent. Commencing (a) The Tenant shall pay all Additional Rent, including Operating Costs, to the Landlord without deduction, defalcation, abatement, set-off or compensation whatsoever, yearly and every year during the Term commencing on the Commencement Date. The Tenant will promptly deliver to the Landlord upon request, evidence of payment of all Additional Rent required to be paid to any Person other than the Landlord. Additional Rent will be deemed to accrue on a per diem basis. (b) The Landlord, acting reasonably, will estimate Operating Costs payable for each calendar year Lease Year and will provide notice to the Tenant of the Term (prorated for any calendar year falling partially within the Term), same. The Tenant shall pay to the Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and estimated Operating Costs in equal monthly instalments on the first day of each and every successive calendar month thereafter during month. The Landlord may from time to time, by written notice to the Term. Monthly Estimated Tenant, re-estimate any Operating Costs amounts payable by the Tenant hereunder and the Tenant will adjust its payments on account thereof accordingly and will continue to make such estimated payments unless and until the Landlord further adjusts its estimate. (c) Within a reasonable time after the end of each Lease Year, the Landlord will provide the Tenant with an internally-prepared detailed statement of Additional Rent for a period the previous year, including Operating Costs, which statement shall confirm that the Additional Rent has been determined in accordance with the terms of this Lease. If the Tenant’s total payments in respect of Additional Rent for any year are less than one month the actual Additional Rent for such year, then the Tenant shall be prorated pay the difference to the Landlord within 30 days after demand for same by Landlord and if the Tenant’s total payments in respect of Additional Rent for any year are more than the actual Additional Rent for such year more, then the Landlord shall either, at the Landlord’s option, retain such excess and credit it against the Tenant’s next payment(s) on a daily basis based account of Rent or pay such refund to the Tenant. (d) Notwithstanding Subsection (c), in respect of reconciliation of Additional Rent relating to the last Lease Year, being the period commencing on a three hundred sixty-five (365) January 1st of the final Lease year and ending on the last day year. For each calendar year of the Term (the “Stub Period”), on or before the day that is 60 days after the last day of the Term, the Landlord will provide the Tenant with an internally-prepared detailed statement of Additional Rent for the Stub Period, including Operating Costs, which statement shall confirm that the Additional Rent has been determined in which accordance with the terms of this Lease. If the Tenant’s total payments in respect of Additional Rent for the Stub Period are less than the actual Additional Rent for such year, then the Tenant is responsible shall pay the difference to the Landlord within 30 days after demand for paying same by Landlord and if the Tenant’s total payments in respect of Additional RentRent for the Stub Period are more than the actual Additional Rent for the Stub Period, then the Landlord shall furnish refund such excess within 30 days of delivery of the final statement of Operating Costs to the Tenant. (e) Notwithstanding Subsections (c) and (d), the Tenant shall have 30 days to review all statements of Additional Rent delivered by written noticethe Landlord, identify any matters of dispute, acting in good faith and notify the Landlord in writing of such matters in dispute. If the Tenant delivers notice to the Landlord disputing any portion(s) of a statement of Additional Rent delivered in accordance with Article 22 either Subsection (c) or Subsection (d), the parties will act in good faith and attempt to resolve such dispute(s) within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) 30 days of receipt by the Landlord of Landlordthe Tenant’s Statement notice. If by last day of the said 30 day period (the “Arbitration Trigger Date”), the parties cannot resolve such dispute(s) (“Disputed Matter”), the Disputed Matter shall be subject to arbitration in accordance with the delivery requirements in Section 12.2 following terms and shall conditions: The Disputed Matter will be resolved determined by a single arbitrator. Either party (the “Notifying Party”) may by written notice to the other (the “Notified Party”) given on or before the day that is 30 days from the Arbitration Trigger Date, propose the name of the Person that it wishes to be the single arbitrator. Within five days thereafter, the Notified Party will give notice to the Notifying Party advising whether the Notified Party accepts the arbitrator proposed by the parties through consultation in good faith within sixty (60) days of written Notifying Party. If such notice of disputed charge. However, if the dispute canis not be resolved given within such five day period, the parties shall request an audit of Notified Party will be deemed to have accepted the disputed matter from an independent, certified public accountant selected arbitrator proposed by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysNotifying Party. If the variance parties cannot agree on a single arbitrator, then, upon the application of either party, a justice of the Superior Court of Justice in Ontario, or its successor, will forthwith appoint an arbitrator whose sole determination will be final. The arbitrator will be a disinterested Person of recognized competence in the real estate business in the city in which the Property is less than five percent (5%)situated. If either party fails to name its arbitrator and so notify the other as required hereinbefore within the time periods set, Tenant the statement of Additional Rent shall pay remain as prepared by the cost Landlord and the provisions of said audit.Subsections

Additional Rent. Commencing on Subtenant agrees to pay Sublandlord of the Commencement Datefollowing amounts (collectively, for the “Additional Rent”): (i) Subtenant’s SBA Share of the Shared Building Area Costs allocable to each calendar year of during the Term (Term, prorated for any calendar year falling partially within the Term), Tenant shall pay ; (ii) Subtenant’s POC Share of the Project Operating Costs allocable to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterduring the Term, Landlord shall furnish to Tenant a written statement setting forth prorated for any calendar year falling partially within the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, Term; and (biii) a calculation Subtenant’s PIT Share of the Project Insurance Costs and Project Property Taxes allocable to each calendar year during the Term, prorated for any calendar year falling partially within the Term, subject to Section 5(e). Subtenant shall pay one-twelfth (1/121/12th) of Landlord's Sublandlord’s reasonable estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year on or before the first (1st) day of each month during such calendar year. Following the end of each calendar year within the Term, Sublandlord shall furnish Subtenant with a final statement (the “Expense Statement”) showing the Shared Building Area Costs, Project Operating Costs, Project Insurance Costs and Project Property Taxes during such year and calculating the Additional Rent for such year. Notwithstanding anything to the contrary contained herein, if Sublandlord fails to charge Subtenant for any amount that may be included in Shared Building Area Costs, Project Operating Costs, Project Insurance Costs or Project Property Taxes within one (1) year after the end of the calendar year in which Sublandlord paid such amount, then Sublandlord shall cease to have the right to charge Subtenant for its share of such amount under this Section 4(b). If the estimated payments made by Subtenant pursuant to this section are not sufficient to cover the actual amount of the Additional Rent for any calendar year, then Subtenant shall pay Sublandlord the deficiency within thirty (30) days after Subtenant’s receipt of the Expense Statement for such year. If the estimated payments made by Subtenant pursuant to this section exceed the actual amount of the Additional Rent for any calendar year, then the excess shall be credited against the Rent next coming due after Subtenant’s receipt of the Expense Statement for such year; provided, any such excess existing at the end of the Term shall be refunded to Subtenant within thirty (30) days thereafter, except if Subtenant is in default hereunder, Sublandlord shall not be required to refund such excess until the default is cured by Subtenant. Within one hundred eighty (180) days after its receipt of any Expense Statement, Subtenant or its authorized representatives may review Sublandlord’s records related to the Additional Rent detailed in such Expense Statement; provided such review shall be conducted at Sublandlord’s offices during normal business hours and Subtenant shall schedule such review at a time reasonably acceptable to Sublandlord. If any such review reveals that Subtenant has paid Sublandlord more than the Additional Rent for any year due under this section (an “Expense Overpayment”), then (i) Subtenant shall notify Sublandlord, in writing, of the Expense Overpayment within thirty (30) days after its completion of such review, and (ii) Sublandlord shall promptly refund the Expense Overpayment to Subtenant following its receipt of written notice thereof, excluding any amount that Sublandlord disputes. If any such review reveals an underpayment of the Additional Rent owed by Subtenant under this section for any year (an “Expense Underpayment”), then Subtenant shall pay to Sublandlord the Expense Underpayment within thirty (30) days after completion of such review. If Subtenant engages a third party to review any of Sublandlord’s records related to the Additional Rent, such third party must execute a confidentiality agreement, in form and substance reasonably acceptable to Sublandlord, prior to conducting any such review. Should Sublandlord reasonably dispute the results of any such review, the parties shall work in good faith to resolve such dispute for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If Subtenant shall not use any person or entity to inspect, review or audit Sublandlord’s records related to Additional Rent whose fee is based, in whole or in part, on the variance is less than five percent results of such inspection, review or audit. Notwithstanding anything to the contrary contained herein, if Subtenant does not review Sublandlord’s records related to any Additional Rent within the one hundred eighty (5%)180) day period provided under this section or Subtenant does not notify Sublandlord, Tenant in writing, of an Expense Overpayment within the period required under this section, then Subtenant shall pay the cost cease to have any right to review such records or receive a refund of said auditsuch Expense Overpayment.

Additional Rent. Commencing on All amounts, other than Base Rent, payable by Tenant to Landlord pursuant to the Commencement Dateprovisions of this Lease shall be payable as additional rent (collectively, for each calendar year of the Term (prorated for any calendar year falling partially within “Additional Rent”). The Base Rent and all Additional Rent are collectively referred to as “Rent.” During the Term), Tenant shall pay to Landlord as additional rent Tenant’s Proportionate Share of the Taxes, Landlord’s Insurance (and Common Area Expenses as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Rent in monthly installments of one-twelfth (1/121/12th) of Landlord's ’s estimate of ▇▇▇▇▇▇'s the Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning due in any calendar year commencing on the Commencement Date and continuing on the first day of every each successive calendar month thereafter during the Term. Monthly Estimated Landlord may, from time to time, make reasonable adjustments in its estimate of Additional Rent. Subsequent Additional Rent deposits by Tenant for a period of less than one month such year shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year the revised estimate of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within Within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independentcalendar year for which estimates of Additional Rent were made, certified public accountant selected actual Additional Rent due for such year shall be calculated by both Landlord and sent to Tenant, whose decision shall be . If Tenant’s Proportionate Share of actual Additional Rent exceeds the deposits paid by Tenant based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent’s estimates, Landlord shall ▇▇▇▇ Tenant for the excess amount and Tenant shall pay the costs of to Landlord said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant amount within thirty (30) daysdays of receipt of such billing. If Tenant’s Proportionate Share of actual Additional Rent is less than the deposits paid by Tenant based on Landlord’s estimate thereof, Tenant shall, at the option of Landlord, be paid such excess amount or be given a credit for the excess amount against the next Additional Rent deposit due for the subsequent year. If the variance is less Term commences on any day other than five percent (5%)the first day of January, or if the Term ends on any day other than the last day of December, any Additional Rent due Landlord shall be pro-rated, based on a 365 day year. Upon expiration or termination of this Lease, Tenant shall pay such pro-rated amount within thirty (30) days of receipt of such billing. This covenant shall survive the cost expiration or termination of said auditthis Lease. For purposes of this Lease, Tenant’s prorata share shall be 66.28% (the “Proportionate Share”), it being agreed that such percentage is subject to measurement as hereinafter provided in Article 30.

Additional Rent. Commencing on In addition to Base Rent, the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known pay, as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning , with each installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Base Rent, and (b) a calculation the Tenant’s Proportionate Share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)Operating Costs for each Lease Year or portion thereof during the Term hereof. The Tenant shall pay to the Landlord monthly installments on account of Tenant’s Proportionate Share of projected Operating Costs for the Monthly Estimated Rent beginning Lease Year, reasonably calculated by the Landlord on the Commencement Date and on basis of the first day most recent Operating Costs data for actual Operating Costs for such Lease Year, pro-rated for any partial month. If the total of every successive calendar month thereafter such monthly installments in any Lease Year is greater than the actual Operating Costs for such Lease Year, the Tenant shall be entitled to a credit against the Tenant’s Base Rent obligations hereunder in the amount of such difference; provided, however, that in the event of an overpayment by Tenant during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentlast Lease Year, Landlord shall furnish to reimburse Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after following the end of the Lease Year. If the total of such calendar yearmonthly installments is less than the actual Operating Costs for such Lease Year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the Tenant shall pay to the Landlord the amount of Tenant's actual responsibility for Additional Rent, and such difference within thirty (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9030) days of receipt of Landlord’s Statement billing therefor; provided, however, that in accordance with the delivery requirements in Section 12.2 and event of an underpayment by Tenant during the last Lease Year, Landlord shall be resolved by the parties through consultation in good faith ▇▇▇▇ Tenant therefore within sixty (60) days of written notice of disputed charge. However, if following the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the partiesLease Year. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and provide Tenant with such back-up documents as it shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)reasonably request, but Tenant shall pay not delay payment on account of any request for such documentation or the cost of said auditreceipt thereof.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), All sums payable by Tenant under this Lease other than Base Rent shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as be deemed “Additional Rent”);” the term “Rent” shall mean Base Rent and Additional Rent. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a written statement setting forth monthly basis throughout the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional RentLease Term, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on but commencing with the first day of every successive calendar the first month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in Lease Term: (i) all Real Property Taxes for which Tenant is responsible liable under Sections 5.01 and 5.02 of this Lease, (ii) all utility costs (if utilities are not separately metered) for paying Additional Rentwhich Tenant is liable under Section 6.01 of this Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of this Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of this Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Total Operating Costs”. For reference purposes only and not as any representation by Landlord as to such information, the 2010 budget for the Total Operating Costs is attached hereto as Exhibit H and incorporated herein by this reference. Landlord may adjust its estimates of Total Operating Costs at any time based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall furnish be effective as of the next Rent payment date after notice to Tenant by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within one hundred twenty (60120) days after the end of such calendar yeareach Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made Total Operating Costs paid or incurred by Landlord during the yearpreceding Fiscal Year and Tenant’s Pro Rata Share of such expenses. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five Within thirty (4530) days after ▇▇▇▇▇▇'s Tenant’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility ’s Pro Rata of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to its suppliers, vendors, carriers and binding upon contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as pays for any Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement Expenses in accordance with the delivery requirements in Section 12.2 and terms of this Lease, Tenant’s obligation to reimburse such costs shall be resolved by the parties through consultation an Additional Rent obligation payable in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayment.

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the cost of any maintenance performed by Landlord under Paragraph 11A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon the estimated amounts for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's proportionate Share of the actual costs of all such items, Landlord shall retain such excess and credit it against Tenant's next monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during the year exceeds the amount of $29,834.19 (2) Real property Taxes $ 4,589.88 (3) Insurance $ 458.99 (4) Maintenance $ 917.98 --------- Monthly Payment Total $35,801.04 ---------- ---------- Tenant's actual responsibility for Additional RentPROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the numerator of which is the number of square feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Premises is part of a larger development (the DEVELOPMENT) owned by Landlord and the Building and one or more other buildings on parts of the Development other than the Land share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (as defined belowand Additional Rent shall thereafter be payable based on the revised estimate). (3) No later than 150 days after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) the total payments made by Tenant with respect thereto. Landlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a calculation of one-twelfth (1/12) waiver of Landlord's estimate ’s rights on account of ▇▇▇▇▇▇'s any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (“Monthly Estimated and Landlord’s rights shall continue in full force and effect); provided, however, that following the expiration of the Term and Tenant’s vacating the Premises, Landlord must provide such statement no later than one year after the expiration of the Term and Tenant’s vacating the Premises and, if Landlord fails to provide such statement within such 1-year period, Landlord shall not be entitled to demand that Tenant pay to Landlord any underpayment of Operating Costs, Taxes or Additional Rent”. Unless Tenant raises any objections in writing to Landlord’s statement within 150 days after Tenant’s receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on the statement. Any such audit must be performed by an employee of Tenant with appropriate accounting or finance experience, or by an accounting firm pursuant to an hourly or flat fee arrangement not contingent on any savings realized as a result of the audit. Upon receipt of Tenant’s audit, Landlord shall have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and at Landlord’s cost. The parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Landlord based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by more than six percent (6%) of what the actual charges should have been, then Landlord shall reimburse Tenant for the actual, reasonable costs of the audit, not to exceed Twenty Five Thousand Dollars ($25,000.00). Landlord shall not be deemed to be in default under this Lease as a result of Landlord’s overcharging Operating Costs, but Landlord shall refund the amount of any overpayment by Tenant and, if applicable, pay the costs of Tenant’s audit, all on the terms and conditions more particularly set forth above. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within 30 days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease (or, at the end of the Term if there is no outstanding Event of Default, paid to Tenant in cash). For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord Landlord, as the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentcase may be, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) 30 days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodwhich this Lease terminates, the parties shall request an audit of difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the disputed matter from an independent, certified public accountant selected total amount previously paid by both Landlord and Tenant, whose decision shall be based Tenant on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditaccount thereof.

Additional Rent. Commencing All sums payable by Tenant under this Lease other than Base Rent shall be deemed “Additional Rent;” the term “Rent” shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Commencement DateLease Term, for each calendar year but commencing with the first day of the Term first month of the Lease Term: (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined belowi) and all Real Property Taxes for which Tenant is liable under Sections 5.01 and 5.02 of this Lease, (collectively known ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of this Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.06 of this Lease and (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of this Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as the “Additional RentTotal Operating Costs”). Prior For reference purposes only and not as any representation by Landlord as to such information, the Commencement Date 2010 budget for the Total Operating Costs is attached hereto as Exhibit H and incorporated herein by this reference. Landlord may adjust its estimates of Total Operating Costs at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of any time based upon ▇▇▇▇▇▇'s Additional Rent▇▇’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within one hundred twenty (120) days after the end of each Fiscal Year during the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding Fiscal Year and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end ’s Pro Rata Share of such calendar year, a statement expenses. Within thirty (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (4530) days after ▇▇▇▇▇▇'s ’s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility ’s Pro Rata of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final its Pro Rata Share of Total Operating Costs, Tenant is required hereunder to pay directly to its suppliers, vendors, carriers and binding upon contractors, certain insurance premiums, utility costs, personal property taxes, maintenance and repair costs and other expenses, collectively “Additional Expenses.” If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as pays for any Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement Expenses in accordance with the delivery requirements in Section 12.2 and terms of this Lease, Tenant’s obligation to reimburse such costs shall be resolved by the parties through consultation an Additional Rent obligation payable in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpayment.

Additional Rent. Commencing Undertenant acknowledges that pursuant to Paragraph 2.2, Additional Rental, of the Prime Lease, Tenant is obligated to pay to Prime Landlord additional rent on account of Operating Expenses and Real Estate Taxes for the Building, as more particularly described in such Paragraph. Additionally Undertenant acknowledges that pursuant to Paragraph 5, Additional Rental, of the Sublease, Underlandlord is obligated to pay to Tenant additional rent on account of the same Operating Expenses and Real Estate Taxes for the Building. Undertenant shall pay to Underlandlord, with its monthly payment of Base Rent from and after the Rent Commencement Date, Undertenant's proportionate share (being fixed at 35.41%), provided that, for each the purpose of this Secondary Sublease, the Undertenant's Base Year shall be the 2004 calendar year year. Underlandlord shall deliver to Undertenant promptly after receipt thereof, any documentation and statement of Operating Expenses or Real Estate Taxes delivered to Underlandlord by Tenant or Prime Landlord. Additional Rent payable hereunder for any partial calendar month at the beginning or end of the Secondary Sublease Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated pro-rated on a daily basis based on a three hundred sixty-five (365) day yearbasis. For each calendar year Upon Undertenant's written request, and subject to the terms and conditions of the Term in which Tenant is responsible Prime Lease, Underlandlord shall cause an audit to be conducted of Prime Landlord's books and records. Said audit shall be conducted at the sole cost and expense of Undertenant. All demands made by Underlandlord for paying Additional Rentpayment of additional rent by Undertenant hereunder, Landlord shall furnish to Tenant be accompanied by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive appropriate supporting documentation, setting forth (a) to the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency extent such supporting documentation is provided to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditUnderlandlord.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance a) At least five (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (305) days prior to each date on which any payment on account of Additional Rent is required to be paid by Carlo Pazolini to CIT pursuant to the beginning terms of the Sublease or to Landlord pursuant to the terms of the Lease, Mesoblast shall pay to Carlo Pazolini the corresponding amount due to CIT pursuant to this Sub-Sublease. In addition, commencing on January 1, 2015, at least five (5) days prior to each date thereafter on which any payment in respect of Taxes (as defined in Section 3.01(D) of the Lease) (“CP’s Tax Payment”) and Operating Expenses (as defined in Section 3.03(E) of the Lease), (“CP’s Operating Payment”) is required to be paid by Carlo Pazolini to CIT pursuant to Section 4(c) of the Sublease, Mesoblast shall pay to Carlo Pazolini the amounts by which CP’s Tax Payment and CP’s Operating Payment exceed the respective amounts of CP’s Tax Payment and CP’s Operating Payment payable by Carlo Pazolini to CIT for the 2014 calendar year thereafteryear. Within ten (10) days after receipt of Landlord’s Statement, Landlord Carlo Pazolini shall furnish to Tenant Mesoblast a written statement setting forth CP’s Tax Payment payable on June 1 and December 1 of the following: following calendar year and CP’s Operating Payment payable each month for the following calendar year, which statement shall be based on the corresponding statements or estimates received from Landlord or CIT, as applicable, for such year. In addition, Carlo Pazolini shall furnish to Mesoblast, promptly after receipt thereof by Carlo Pazolini, copies of (ai) Landlord's estimate any Landlord Statements (as defined in the Lease) or Landlord estimates with respect to Tenant’s Operating Payments or Tenant’s Tax Payments (each of ▇▇▇▇▇▇'s such terms, as defined in the Lease) received from Landlord or CIT and (ii) any notices, estimates or statements received from CIT relating to CP’s Operating Payments and/or CP’s Tax Payments. If Carlo Pazolini shall receive any refund or credit with respect to any overpayment by Carlo Pazolini of CP’s Operating Payments and/or CP’s Tax Payments for any year with respect to which Mesoblast has made payments of Additional RentRent for same pursuant to this Paragraph 4(a), and Carlo Pazolini shall within ten (10) business days after receipt of such refund pay to Mesoblast or credit against Additional Rent payments next coming due hereunder the portion of such refund that relates to the respective Additional Rent paid by Mesoblast under this Paragraph 4(a) for such year. (b) a calculation Mesoblast shall pay for electricity supplied to the Subleased Premises directly to the utility company providing such electrical service pursuant to Section 33 of one-twelfth the Sublease. Mesoblast shall also have usage control over the HVAC package unit located within the Subleased Premises and shall be entitled to utilize one (1/121) conduit benefitting the Subleased Premises in accordance with Section 33 of Landlord's estimate the Sublease. (c) In the case of ▇▇▇▇▇▇'s any of Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning payments which are not due on the Commencement Date and a regular basis on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month month, Carlo Pazolini shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year give Mesoblast notice of the Term due date and amount thereof promptly after its receipt of an invoice from CIT or Landlord, and Mesoblast shall make payment to Carlo Pazolini (or if permitted by CIT or Landlord, directly to CIT or Landlord, as applicable) in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and each case within sixty ten (6010) days after the end its receipt of such calendar year, notice together with a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) copy of the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after related ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent▇ and/or supporting documentation received from CIT and/or Landlord, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statementas applicable, or, if except where a shorter period is specified in this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditSub-Sublease.

Additional Rent. Commencing on the Commencement DateLandlord shall, for each calendar year of the Term within one hundred twenty (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60120) days after the end of such calendar yeareach Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Operating Expenses and Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide an Expense Statement within such time period shall not be a waiver of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for right to collect any Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the Expense Statement shows that the actual amount of Tenant's actual responsibility Tenant owes for such Operating Period is more than the estimated Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentspaid by Tenant for such Operating Period, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant difference within thirty (30) daysdays after Tenant’s receipt of the Expense Statement. If the variance Expense Statement shows that Tenant paid more in estimated Additional Rent than the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments attributable to the Additional Rent, or if this Lease has expired, such amount shall be refunded to Tenant. Unless adjusted as a result of an audit by Tenant conducted pursuant to the express terms of Section 7(c) of this Lease, the Operating Expenses, Taxes and Additional Rent set forth in the Expense Statement shall be binding upon Tenant. Provided, however, that in the event that the Term of this Lease expires, or is less terminated pursuant to the terms of this Lease, on a date other than five percent December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (5%30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be prorated to reflect the portion of such Operating Period that is contained within the Term (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the cost prorated Additional Rent reflected in the Final Expense Estimate within thirty (30) days after Tenant’s receipt of said auditsuch Final Expense Estimate; (ii) the estimated amount of the Additional Rent for the final Operating Period shall be binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant any additional payment of Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, nor shall Landlord have any obligation to refund to Tenant any excess funds paid by Tenant to Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Statement. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within one hundred twenty (120) days after the end of the final Operating Period contained in the Term, as provided above, and the Additional Rent shown in such Expense Statement shall be due from Tenant to Landlord within thirty (30) days after Tenant’s receipt of such statement.

Additional Rent. Commencing on (i) In addition to the Commencement DateBase Rent hereinabove reserved, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall pay to Landlord Sublandlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to for the period beginning with the Commencement Date and at least thirty during the entire Sublease Term an amount equal to _____% (30"Subtenant's Proportionate Share") days prior of all amounts and charges that are attributable to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, use and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year occupancy of the Term in which Tenant is responsible for paying Additional RentOverleased Premises, Landlord shall furnish to Tenant by written noticeincluding, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar yearwithout limitation, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to operating expenses, electric current costs, insurance and taxes, payable by Sublandlord to Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ to the extent such amounts are charged to Sublandlord as tenant under the ▇▇▇▇▇▇▇▇▇. All such amounts of additional rent shall be payable after they are billed to Sublandlord, and Subtenant shall pay such amounts to Sublandlord within the same period of time as payment is required by Sublandlord as tenant under the ▇▇▇▇▇▇▇▇▇. Any statement from Overlandlord for such amounts pursuant to the ▇▇▇▇▇▇▇▇▇ shall be conclusive upon Subtenant. The obligations of Subtenant hereunder shall survive the Expiration Date or earlier termination of this Sublease and shall include amounts payable for the entire Sublease Term even if not billed by Overlandlord or Sublandlord prior to the Expiration Date or earlier termination. Notwithstanding anything contained in this Article, at any time during the Sublease Term, the Sublandlord based on the Overlandlord's calculations statement, if any, or based on Sublandlord's estimates of TenantSubtenant's Proportionate Share based on the amounts payable in the prior Sublease Year and reasonable projections for the current Sublease Year, may estimate the amount of Subtenant's Proportionate Share for any subsequent Sublease Year and require Subtenant to pay one-twelfth (1/12) of such annual estimate each month at the same time Base Rent payments are due. At the end of each Sublease Year, or sooner at the Sublandlord's election, such estimated payments shall be compared to the actual responsibility amount paid for such Sublease Year and any overpayment will be applied to the Rent next due, and any underpayment will be due with the Rent next due, and the Subtenant's Proportionate Share for the twelve-month period immediately following shall again be estimated by Sublandlord based on current costs and estimates and one-twelfth (1/12) thereof shall be payable each month for the following year, until adjusted again pursuant to this Article. Sublandlord and Subtenant acknowledge that Subtenant has been occupying the Subleased Premises prior to the Commencement Date, and Subtenant agrees that it is and shall remain responsible for payment of all amounts and charges that are attributable to the use and occupancy of the Subleased Premises for the period prior to the Commencement Date during which Subtenant has been occupying the Subleased Premises. (ii) Subtenant covenants and agrees to pay any fees, expenses, and other charges assessed by Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇ resulting from Subtenant's use and occupancy of the Subleased Premises, including any additional services provided by the Overlandlord at the Subleased Premises, and any amounts payable because of Subtenant's acts or negligence. (iii) Any and all payments required to be made by Subtenant to Sublandlord under this Sublease other than Base Rent shall be called "Additional Rent." All Base Rent, Additional Rent must be raised and all other costs, charges and sums payable by Tenant within ninety Subtenant hereunder (90collectively "Rent") days shall constitute rent under this Sublease. Subtenant shall promptly pay the Rent as and when the same shall become due and payable without set-off or deduction, and, in the event of receipt Subtenant's failure to pay the same when due, Sublandlord shall have all of Landlord’s Statement the rights and remedies provided for in this Sublease, or at law or in equity, for non-payment of Rent. (iv) If the Subleased Premises constitute more than 50% of the Overleased Premises and the ▇▇▇▇▇▇▇▇▇ permits the tenant under the ▇▇▇▇▇▇▇▇▇ to audit the Overlandlord's books and records or to contest real estate taxes, upon the request of the Subtenant, Sublandlord will enforce its rights in accordance with the delivery requirements in Section 12.2 provisions of the ▇▇▇▇▇▇▇▇▇ provided that Subtenant shall be liable for all costs incurred as a result thereof and shall indemnify Sublandlord against and hold Sublandlord harmless from any and all such costs. Any such costs shall be deemed Additional Rent and shall be resolved paid by Subtenant within the parties through consultation time period set forth in good faith within sixty (60) days of written notice of disputed chargethe ▇▇▇▇▇▇▇▇▇. HoweverAfter deducting such costs, if the dispute cannot any resulting refund will be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord pro-rated between Sublandlord and Tenant, whose decision shall be Subtenant based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and LandlordSubtenant's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditProportionate Share.

Additional Rent. Commencing on the Commencement DateTenant shall pay, as Additional Rent ("Additional Rent"), prorated for each calendar year that part of the Lease Term (prorated for any calendar year falling partially within the Termapplicable calendar year, Tenant's Percentage Share ("Tenant's Percentage Share"), Tenant shall pay to Landlord as additional rent Landlord’s Insurance hereafter defined, of the total amount of (i) the annual operating expenses ("Operating Expenses"), as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Renthereafter defined, and (bii) a calculation the annual taxes ("Taxes"), for the Building. For all years during the Lease Term, Landlord shall, in advance, reasonably estimate for each such calendar year the total amount of onethe Additional Rent. One-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s the estimated Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month plus all applicable taxes now existing or hereafter enacted) shall be prorated payable monthly, along with the monthly payment of the Base Rent. Landlord shall use its best efforts to make such estimate on a daily basis based on a three hundred sixty-five (365) day or before January 1 of each calendar year. For each calendar On or before March 31 following a year of the Term in for which Tenant Additional Rent is responsible for paying Additional Rentpayable hereunder, Landlord shall furnish use its best efforts to provide Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's the actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each the previous year, and such records shall be made available a reasonable breakdown of the items included therein, together with an invoice for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations any underpayments of Tenant's actual responsibility for Additional Rent must (to be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant paid within thirty (30) daysdays following receipt of such invoice, or to be included with the next monthly payment of Rent, whichever shall first occur) or a check to Tenant to reimburse Tenant for any overpayment of Additional Rent. If For a period of thirty (30) days after receipt of the variance is less than five percent (5%)aforedescribed reconciliation statements, Tenant shall pay have the cost right, upon advance notice, to visit Landlord's office in the Building during Business Hours, as hereafter defined, to inspect its books and records concerning the Additional Rent. The delivery of said auditthe aforedescribed projection statement after January 1 and/or the reconciliation after March 31 shall not be deemed a waiver of any of Landlord's rights to collect monies and/or a waiver of any of the duties and obligations of Tenant as described in this section or as provided elsewhere in this Lease.

Additional Rent. (a) The Rentable Area in the Building is stipulated to be 285,773 square feet. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder, an amount, per each square foot of Rentable Area within the Premises, equal to the excess ("Excess") in actual Basic Costs, over the actual 1993 Basic Costs per square foot of Rentable Area in the Building. Commencing on the Commencement Date, for each calendar year fourth (4th) anniversary of the Term (prorated for any calendar year falling partially within the Term)date of this Lease, Tenant shall pay begin paying the Excess in accordance with the provisions of this paragraph. (b) Landlord shall also have the right to Landlord as additional rent Landlord’s Insurance (as defined below) make a good faith estimate of the Excess for each upcoming calendar year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least upon thirty (30) days prior days' notice to Tenant to require the beginning monthly payment by Tenant of one-twelfth (1-12th) of such estimated Excess, but in no event shall any such estimate be based on Basic Costs which exceed the actual Basic Costs for the previous calendar year. (c) By April 1 of each calendar year thereafterfollowing the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual Basic Costs for the previous calendar year, and (b) Landlord shall notify Tenant of the amount of the Excess owing by Tenant to Landlord, showing the calculations thereof which result from such statement. Tenant agrees to promptly pay Landlord, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a calculation of one-twelfth (1/12) result of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment. (“Monthly Estimated Rent”). Tenant d) Notwithstanding the foregoing provisions of this Lease to the contrary, for purposes of calculating the Excess under this Lease, in no event shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall Controllable Basic Costs be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each increased in any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant after 1993 by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility the Controllable Basic Costs for Additional Rentthe previous calendar year. For purposes hereof, Landlord "Controllable Basic Costs" shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty mean all Basic Costs other than those enumerated in subsections (30) days. If the variance is less than five percent (5%iii), Tenant shall pay the cost (v), (vi) and (viii) of said auditparagraph 2(j) of this Lease.

Additional Rent. Commencing on 3.3.1. In addition to the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)Monthly Base Rent and other sums to be paid by Tenant to Landlord, Tenant shall pay to Landlord as additional rent Landlord’s Insurance the amount by which Tenant's share of Operating Expenses (as defined below) and Real Property Taxes (collectively known for any lease year or part thereof during the term exceeds Tenant's Expense Stop Base, as “Additional Rent”)set forth in the Basic Lease Provisions. Prior Tenant's share of Operating Expenses shall be an amount equal to the Commencement Date product of the Operating Expenses multiplied by Tenant's Operating Expense Percentage specified in the Basic Lease Provisions. For partial lease years during the term, the annual Operating Expenses and at least thirty (Tenant's Expense Stop Base shall be prorated on a daily basis using a 30) days prior -day month and 360-day year to determine the beginning amount of each calendar year thereafter, additional rent due to Landlord. 3.3.2. Landlord shall furnish be entitled to make an estimate of Operating Expenses projected for each lease year. Landlord shall be entitled to revise such estimate at any time and from time to time during the lease year to increase or decrease the estimate of Operating Expenses. If Landlord notifies Tenant a written statement setting forth the following: (a) that Landlord's estimate (or any revised estimate) of ▇▇▇▇▇▇'s Additional RentOperating Expenses would result in an obligation of Tenant to pay additional rent, and (b) a calculation of then upon request by Landlord, Tenant shall pay one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and such estimated additional rent on the first day of every successive calendar each month thereafter during in advance together with the TermMonthly Base Rent. Monthly Estimated Rent If Landlord shall so notify Tenant after the commencement of a lease year, then with the next payment of rent due, Tenant shall also pay to Landlord one-twelfth (1/12) of such estimated additional rent for a period each month of less than one month such lease year which has already elapsed. 3.3.3. Landlord shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year provide Tenant with an annual statement showing Tenant's share of the Term in which Tenant is responsible annual Operating Expenses over Tenant's Expense Stop Base, if any, for paying Additional Rentthe prior lease year, together with any proration. Landlord shall furnish use all reasonable efforts to Tenant by written notice, delivered in accordance with Article 22 and deliver the annual statement within sixty one hundred twenty (60120) days after the end of the lease year; provided, however, that failure of Landlord to deliver the annual statement within such calendar year, period shall not impair or constitute a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount waiver of Tenant's actual responsibility obligations to pay additional rent or cause Landlord to incur any obligation for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yeardamages. If the amount of Tenant's actual responsibility the additional rent due for Additional Rent the lease year exceeds the sum of Tenant's Monthly Estimated Rent paymentsany amount paid by Tenant as estimated additional rent for such lease year, then Tenant shall pay the deficiency such excess to Landlord within forty-five ten (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (9010) days of receipt of Landlord’s Statement in accordance with 's statement. If the delivery requirements in Section 12.2 and amounts paid as estimated additional rent for a lease year exceed the amount of Tenant's obligation shown on the annual statement, then Tenant shall be resolved entitled to a credit against monthly installments of estimated additional rent due for the then current year. If no further sums of additional rent are or will become due against which the excess can be credited, then, subject to offset at Landlord's election against other sums owed by Tenant, Landlord shall pay such excess to Tenant within ten (10) days after delivery of the parties through consultation annual statement. All obligations to pay additional rent and/or the obligation of Landlord to credit or reimburse Tenant for any excess payment of estimated additional rent shall survive expiration of the term or earlier termination of this Lease. 3.3.4. Tenant shall have a period of thirty (30) days after delivery of the annual statement of Operating Expenses to question or challenge the amount shown thereon by giving written notice to Landlord specifying the items which are challenged. Tenant waives and relinquishes the right to challenge or object to the amounts shown at any time after expiration of such thirty (30) day period. If Tenant timely challenges any item shown on the annual statement, Tenant shall then have a period of sixty (60) days in good faith within which to inspect, during business hours upon reasonable written notice to Landlord at Landlord's office, Landlord's records relating to the challenged item or items. Tenant shall give written notice to Landlord prior to expiration of such sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit whether Tenant continues to challenge any of the disputed matter from an independentitems originally objected to, in which case a certification as to proper amount shall be made by Landlord's independent certified public accountant selected by both Landlord and Tenantaccountant, whose decision shall be based on generally accepted accounting principles and which certification shall be final and binding on the partiesconclusive. If there is a variance The cost of such review shall be paid by Tenant, unless such review reveals an error resulting in an overcharge to Tenant of five percent (5%) or more between said decision more, in which case the cost of such review shall be paid by Landlord. If Tenant fails to review the records or fails to give timely written notice to Landlord that it continues to object, then Tenant shall be deemed to have waived its objection and Landlord's determination shall have no further right to challenge or object thereto. Notwithstanding any objection or challenge of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost amount claimed by Landlord to be due as and when provided for herein, pending the resolution of said auditTenant's objection.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance its pro-rata share of Operating Expenses. Within sixty (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3060) days prior to after the beginning first day of each calendar year year, or a reasonable period thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's an estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation Tenant’s pro-rata share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)reimbursable Operating Expenses for the ensuing calendar year. Tenant shall pay to Landlord 1/12th of said estimate at the Monthly Estimated same time and place as the Base Rent beginning on is to be paid pursuant to paragraph 3, above. Landlord will furnish a statement of the Commencement Date and on actual cost with respect to the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less reimbursable Operating Expenses no later than one month shall be prorated on a daily basis based on a three hundred sixtytwenty (120) days following the calendar year-five (365) day year. For each calendar end including the year of following the Term year in which the Lease terminates. In the event that Landlord is, for any reason, unable to furnish the accounting for the prior year within the time specified above, the Landlord will furnish such accounting as soon thereafter as practicable with the same force and effect as the statement would have had if delivered within the time specified above. Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall will pay the any deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of as shown by such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of statement. If the variance total amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating Expenses due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date of the statement. Landlord will keep books and records showing the reimbursable Operating Expenses in accordance with generally accepted accounting principles. Landlord’s right to be reimbursed for any particular Operating Expense shall be waived if an invoice therefor is less than five percent not delivered to Tenant within two (5%), Tenant shall pay 2) years following the cost of said audityear in which such Operating Expense was incurred.

Additional Rent. Commencing on A. Tenant shall pay the Commencement Datefollowing as Additional Rent: (i) 100% of any and all costs and expenses, whether considered Operating Costs (as herein defined) or otherwise, attributable solely to the Premises, or to Tenant’s use, or resulting from the actions or inactions of Tenant or those acting by, through, or under Tenant (subject to limitations set forth in Section 15 hereof); (ii) the cost of utilities consumed within the Premises required to be paid by Tenant under Section 6 of this Lease; (iii) any increase in Real Estate Taxes (as herein defined) payable with respect to the Property, based upon Tenant’s Pro Rata Share, exceeding the Property Real Estate Taxes for each the year ending June 30, 2015 (“Base Tax Year”); (iv) any increase in Operating Costs incurred by Landlord with respect to the Property and Building, based upon Tenant’s Pro Rata Share, exceeding the Operating Costs incurred by Landlord for the calendar year ending December 31, 2014 (“Base Operating Cost Year”); and (v) costs incurred by Landlord to repair items at the Property damaged by Tenant’s use. For the purpose of determining Operating Costs for the Base Operating Cost Year, in the event that less than ninety-five (95%) percent of the Term (prorated for any calendar year falling partially within the Term)Building is occupied, costs which would be increased by additional occupancy, as reasonably determined by Landlord, shall be extrapolated to reflect 95% occupancy. B. If, as and when requested by Landlord and with each Monthly Payment, Tenant shall make such payments in advance as Landlord shall reasonably request to be sufficient to pay as and when due, all Additional Rent required by Section 5.A hereof, and if Landlord does not request such advance payments Tenant shall be permitted to Landlord make estimated monthly payments on account of Additional Rent together with each Monthly Payment, with any adjustments paid or credited as additional rent applicable following Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “reconciliation of Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay Additional Rent to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five within ten (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6010) days after the end of such calendar yeardate Landlord invoices Tenant for same, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility as adjusted for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying any amounts previously paid by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved period covered by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditinvoice.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "Additional Rent" for each calendar year or portion thereof during the Term Tenant's Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any the period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord's estimate of Operating Costs, Taxes and Tenant's Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent Landlord’s Insurance one-twelfth (as defined below1/12th) and Real Property Taxes (collectively known as “of the estimated Additional Rent”. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord's prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Prior to . (3) As soon as reasonably practicable after the Commencement Date end of the Base Year and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant does object to such statement, Landlord shall keep records showing all expenditures incurred provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a timely manner relieve Tenant of Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (4) If Tenant's Additional Rent as finally determined for the year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within ten (10) days of Tenant's receipt of Landlord's statement. If the total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for the year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating-Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Tenn. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within ten (10) days after Tenant's receipt of Landlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each calendar year in which Taxes are reduced by any such exemption, Taxes for a period of three (3) years following each year, and such records year shall be made available calculated on the basis of the amount the Taxes for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officethe year would have been in the absence of the exemption. Any dispute with respect The obligations of Landlord to ▇▇▇▇▇▇▇▇'s calculations refund any overpayment of Tenant's actual responsibility for Additional Rent must be raised by and of Tenant within ninety (90) days to pay any Additional Rent not previously paid shall survive the expiration of receipt the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of Landlord’s Statement the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in accordance with the delivery requirements in Section 12.2 which such decrease occurs and all subsequent periods, Base Taxes shall be resolved by reduced to equal the parties through consultation Taxes for the year in good faith within sixty (60) days of written notice of disputed charge. However, if which the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdecrease occurs.

Additional Rent. (a) The Rentable Area in the building is stipulated to be 285,773 square feet. Tenant shall, from time to time during the term of the Lease, pay as additional rent hereunder, an amount, per each square foot of Rentable Area within the Premises, equal to the excess ("Excess") in actual Basic Costs, over the actual 1993 Basic Costs per square foot of Rentable Area in the Building. Commencing on the Commencement Date, for each calendar year fourth (4th) anniversary of the Term (prorated for any calendar year falling partially within the Term)date of this Lease, Tenant shall pay begin paying the Excess in accordance with the provisions of this paragraph. (b) Landlord shall also have the right to Landlord as additional rent Landlord’s Insurance (as defined below) make a good faith estimate of the Excess for each upcoming calendar year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least upon thirty (30) days prior days' notice to Tenant to require the beginning monthly payment by Tenant of one-twelfth (1/12th) of such estimated Excess, but in no event shall any such estimate be based on Basic Costs which exceed the actual Basic Costs for the previous calendar year. (c) By April 1 of each calendar year thereafterfollowing the year during which the Lease Term begins, or as soon thereafter as practical, Landlord shall furnish to Tenant a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual Basic Costs for the previous calendar year, and (b) Landlord shall notify Tenant of the amount of the Excess owing by Tenant to Landlord, showing the calculations thereof which result from such statement. Tenant agrees to promptly pay Landlord, as additional rent, all Excess which has not been previously paid as estimated Excess. If for any calendar year additional rent collected for the prior year, as a calculation of one-twelfth (1/12) result of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent Excess, is greater than the additional rent actually due during such prior year, then Landlord shall refund to Tenant any such overpayment. (“Monthly Estimated Rent”). Tenant d) Notwithstanding the foregoing provisions of this Lease to the contrary, for purposes of calculating the Excess under this Lease, in no event shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall Controllable Basic Costs be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each increased in any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant after 1993 by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-more than five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility the Controllable Basic Costs for Additional Rentthe previous calendar year. For purposes hereof, Landlord "Controllable Basic Costs" shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty mean all Basic Costs other than those enumerated in subsections (30) days. If the variance is less than five percent (5%iii), Tenant shall pay the cost (v), (vi) and (viii) of said auditparagraph 2(j) of this Lease.

Additional Rent. All amounts due from Tenant to Landlord, including, without limitation, the items in (i)-(v) below, shall be considered “Additional Rent”. Commencing on the Lease Commencement DateDate and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for each calendar year of the Term (prorated for any calendar year falling partially within the Term)and paid directly by Tenant, Tenant shall pay to Landlord as additional rent Additional Rent, in cash or other immediately available good funds in the following amounts: i. An amount equal to all Property Operating Expenses (as defined in Article 13) incurred or to be incurred by Landlord. Payment shall be made by the following: Landlord shall deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance (as defined below) and Costs or Real Property Taxes (collectively known Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentmay determine, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord an amount equal to the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end estimated amount of such calendar year, a statement (“Landlord’s Statement”) expenses for such year in reasonable detail, including supportive documentation, setting forth (a) equal monthly installments during such year with the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments installments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueRent. Landlord reserves the right to revise such estimate from time to time. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which such expenses are billed; ii. Landlord’s Statement share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; iii. Legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; iv. Real Property Taxes, to be paid directly to the taxing authority by Landlord which Tenant shall be final and binding upon Landlord and Tenant unless Tenant objects reimburse to Landlord’s Statement within ninety (90) days ; and v. Any other charges or reimbursements due Landlord from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period Tenant pursuant to the terms of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthis Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant Subtenant shall also pay to Landlord as additional rent LandlordSublandlord Subtenant’s Insurance (as defined below) and Real Property Taxes (collectively known as pro rata share of all Additional Rent when due under the Master Lease. For purposes of this Sublease, “Additional Rent”). Prior ” shall mean any amount payable under the Master Lease which is attributable to the Commencement Date Subleased Premises, including, without limitation, operating costs, taxes, and insurance. The parties understand and acknowledge that the initial Base Rent figures set forth above for the calendar year 2004 take into account Additional Rent at the annual rate of Eight Dollars and Seventy Six Cents ($8.76) per square foot. After 2004 and throughout the remainder of the Term, in addition to Base Rent, Subtenant shall pay Subtenant’s pro rata share of any increases in Additional Rent above the per square foot rate set forth herein. Subtenant’s pro rata share shall equal the ratio of the then-current rentable square footage of the Subleased Premises divided by the total rentable square footage of the Premises. Subtenant’s pro rata share shall be adjusted throughout the Term as Subtenant subleases additional space in the Subleased Premises as described in Section 1 above. After Subtenant has subleased at least thirty twenty thousand (3020,000) days prior rentable square feet (i.e., on or before April 1, 2005) pursuant to this Sublease, the beginning portion of each calendar year thereafterSubtenant’s pro rata share (on a per square foot per month basis) of Additional Rent attributable to “controllable operating expenses” (i.e., Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentjanitorial costs, management fees, mechanical system service contracts, and security guard costs) for any twelve (b12) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter period during the Term. Monthly Estimated Rent for a period of less Term thereafter shall not increase by more than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination over Subtenant’s pro rata share (on a per square foot per month basis) of Tenant's Additional Rent attributable to the actual responsibility controllable operating expenses for Additional Rentthe previous twelve (12) month period. In addition, Landlord for the first twelve (12) months of the Sublease, Subtenant further shall pay to Sublandlord One Hundred Dollars ($100.00) per month, commencing on the costs Commencement Date, in consideration for Subtenant’s access to and right to use the lunchroom, the large conference room, and the showers and restrooms located within the Premises but initially located outside of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditSubleased Premises.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) As soon as reasonably practical, at the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)upcoming calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (as defined belowand Additional Rent shall thereafter be payable based on the revised estimate). (3) and Real Property Taxes No later than one hundred fifty (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30150) days prior to after the beginning end of the Base Year and each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) the total payments made by Tenant with respect thereto. Landlord’s failure to deliver the annual statement within such 150-day period shall not be deemed a calculation of one-twelfth (1/12) waiver of Landlord's estimate ’s rights on account of ▇▇▇▇▇▇'s any underpayment by Tenant of Operating Costs, Taxes or Additional Rent (“Monthly Estimated Rent”and Landlord’s rights shall continue in full force and effect). ; provided, however, that following the expiration of the Term and Tenant’s vacating the Premises, Landlord must provide such statement no later than one year after the expiration of the Term and Tenant’s vacating the Premises and, if Landlord fails to provide such statement within such 1-year period, Landlord shall not be entitled to demand that Tenant shall pay to Landlord any underpayment of Operating Costs, Taxes or Additional Rent. Unless Tenant raises any objections in writing to Landlord’s statement within one hundred fifty (150) days after Tenant’s receipt of the Monthly Estimated same, such statement shall conclusively be deemed collect and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent beginning based thereon. If Tenant does object to such statement, then Landlord shall provide Tenant with the opportunity to inspect and audit Landlord’s books and records in order to verify the figures shown on the Commencement Date and statement. Any such audit must be performed by an employee of Tenant with appropriate accounting or finance experience, or by an accounting firm pursuant to an hourly or flat fee arrangement not contingent on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for any savings realized as a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year result of the Term in which Tenant is responsible for paying Additional Rentaudit. Upon receipt of Tenant’s audit, Landlord shall furnish have the right, but not the obligation, to review the audit or have the audit reviewed by a certified public accounting firm selected by Landlord and at Landlord’s cost. The patties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Landlord based on Landlord’s statement. If it is finally determined that Landlord overcharged Tenant by written noticemore than six percent (6%) of what the actual charges should have been, delivered then Landlord shall reimburse Tenant for the actual, reasonable costs of the audit, not to exceed Ten Thousand Dollars ($10,000.00). Landlord shall not be deemed to be in accordance with Article 22 and within sixty (60) days after the end default under this Lease as a result of such calendar year, a statement (“Landlord’s Statement”) in reasonable detailovercharging Operating Costs, including supportive documentation, setting forth (a) but Landlord shall refund the amount of Tenant's actual responsibility for Additional Rentany overpayment by Tenant and, and (b) if applicable, pay the sum costs of Tenant's Monthly Estimated ’s audit, all on the terms and conditions more particularly set forth above. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsby Tenant on account thereof, Tenant shall pay Landlord the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays of Tenant’s receipt of Landlord’s statement. If the variance is less than five percent (5%)total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the Rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the cost case may be, within thirty (30) days after Tenant’s receipt of said auditLandlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year; as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof.

Additional Rent. Commencing on the Lease Commencement Date, for each calendar year of Date (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Term (prorated for any calendar year falling partially within the Lease Term), Tenant shall pay to Landlord as additional rent (the “Additional Rent”) the following amounts: A. Tenant’s Proportionate Share of all increases in Landlord’s Insurance (as defined below) Costs and Real Property Taxes over those paid during the period set forth in Article 1 as the “Insurance Base Year” and the “Real Property Tax Base Year”, respectively, plus an accounting fee equal to five percent of such increase. Payment shall be made by whichever of the following methods is from time to time designated by Landlord: (collectively known 1) Landlord may ▇▇▇▇ to Tenant, on a periodic basis not more frequent than monthly, Tenant’s Proportionate Share of any increases in Landlord’s Insurance Costs or Real Property Taxes, as paid or incurred by Landlord during the current period over those paid or incurred in the same period during the applicable Base Year, and Tenant shall pay such share of such increases, together with an accounting fee equal to five percent of the amount billed, within ten days after receipt of a written ▇▇▇▇ therefore from Landlord; or (2) Landlord may deliver to Tenant Landlord’s reasonable estimate of the increase in Landlord’s Insurance Costs and/or Real Property Taxes it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as the case requires, over those paid or incurred during the applicable Base Year, and Tenant shall pay its Proportionate Share of the estimated increases for such year, together with an accounting fee equal to five percent of the amount billed, in equal monthly installments during such year with the installments of Base Monthly Rent. Landlord reserves the right to change from time to time the method of billing Tenant its Proportionate Share of such increases or the periodic basis on which such increases are billed. B. Landlord’s share of the consideration received by Tenant upon certain assignments and subletting as required by Article 7; C. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and D. Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease. E. For the purposes of this Lease, the term “Additional Rent”). Prior ” shall not include an accounting fee equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) of the increase in the Tenant’s Proportionate Share in any increases in Landlord’s Insurance Costs or more between said decision and Landlord's determination Real Property Taxes. No such charge shall be imposed on the Tenant during the term of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditLease.

Additional Rent. Commencing Beginning on the Rent Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord, as Additional Rent promptly when the same are due, without any deductions or set off whatsoever, Tenant's Proportionate Share of the following charges to which Landlord as additional rent Landlord’s Insurance shall be entitled to add an administrative fee of fifteen (as defined below15%) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning percent of each calendar year thereafterof such charges; and Tenant's failure to pay such amounts or charges when due shall carry with it the same consequences as Tenant's failure to pay Minimum Rent. A. COMMON AREA CHARGES - Tenant agrees to pay Landlord, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s as Additional Rent, and within fifteen (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (9015) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearthe invoice date, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety Proportionate Share of the cost of operating, maintaining, cleaning, repairing or replacing all of the Common Areas (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements as such term is defined in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge5.01 hereinbelow). However, if Landlord makes a "replacement", then Landlord shall estimate the dispute cannot useful life of that replacement. Tenants proportionate share shall be resolved within such period, calculated by dividing the parties shall request an audit replacement cost by the useful life (months) and charged to Tenant over the remaining term of the disputed matter lease. Tenant shall only be charged for the number of months of the replacement's useful life, which coincide with the number of months remaining in the lease. Landlord may estimate the annual Common Area charges and will notify Tenant from an independenttime to time of its Proportionate Share, certified public accountant selected by both Landlord and Tenant, whose decision which shall be based on generally accepted accounting principles paid monthly in advance along with the Minimum Rent. An itemized statement showing in reasonable detail all disbursements and shall charges will be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to furnished Tenant within thirty (30) days. If a reasonable time after each calendar year and any excess or undercharges will be adjusted in the variance is less than five percent (5%), Tenant shall pay the cost same manner that excess or underpayment of said auditreal estate taxes are adjusted pursuant to Section 4.01B hereinbelow.

Additional Rent. Commencing on Tenant shall reimburse to Landlord monthly, throughout the Commencement Date, for each calendar year Term of the Term Lease and any extension of this Lease, Tenant’s Share (prorated as that term is hereinafter defined) of the following Additional Rent: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Tenant, and any Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance and invoice in monthly installments (as defined below) and Real Property Taxes (collectively known as “Additional Rent”see Exhibit C). Prior to During the Commencement Date and at least thirty (30) Term of Lease and/or any extension of this Lease, Landlord, within 120 days prior to the beginning of each calendar year thereafterend, Landlord shall furnish will provide to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of these expenses, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay reimburse Landlord as invoiced within ten (10) days after receipt of such invoice. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord Landlord, Tenant shall have the Monthly Estimated Rent beginning on opportunity to audit the Commencement Date actual CAM and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent Real Estate Taxes/Assessments expenses statement for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (3651) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such said statement. If Tenant waives its right to audit the sum of actual CAM and Real Estate Taxes/Assessments expenses if Tenant fails to exercise such right during said one (1) year period. Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent ’s Share is fifty and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five seventy-four one hundredths percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (550.74%), Tenant shall pay which is the cost quotient of said audit28,388 rentable square feet in the Demised Premises divided by 55,950 rentable square feet in the Building. Landlord, at its election, may invoice for reimbursement(s) of any Utility usage not paid directly by Tenant.

Additional Rent. Commencing on For purposes of this Lease, Tenant's "Additional Rent" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the Opening Expenses, divided by the Net Rentable Area of the Building, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant's payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Addition Rent payable by Tenant will be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenet a statement of actual Addit▇▇▇▇▇ Rent due by Tenant for the Fiscal year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended: Within thirty (30) days thereafter, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, or Landlord shall furnish to Tenant a written statement setting forth credit against the following: (a) Landlord's estimate next installment of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent due by Tenant (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, or Landlord shall furnish refund to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such period, year and the parties shall request an audit of the disputed matter from an independent, certified public accountant selected estimated Additional Rent paid by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay Tenant during such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audityear.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to the Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”)--------------- which shall consist of a prorata portion of the Direct Expenses. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of Paragraph 7b reflects ▇▇▇▇▇▇'s Additional Rentprorata portion of the Direct Expenses. If the Direct Expenses paid or incurred by the Landlord for the Comparison Year on account of the operation and maintenance of the Property, and of which the Premises are a part, are in excess of the expenses the Base Year (b) a calculation see Basic Lease Page), then the Tenant shall pay 22.82% of one-twelfth (1/12) the increase. This percentage is that portion of Landlord's estimate the total rentable area of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)the Property which is the Premises. Tenant shall pay to Landlord as "Additional Rent" Tenant's Percentage Share of the Monthly Estimated Rent beginning amount of any increase in Direct Expenses incurred in any Comparison Year over Direct Expenses incurred in the Base Year. Landlord shall endeavor to give to Tenant on the Commencement Date and on or before the first day of every successive calendar month thereafter during March of each year following the Term. Monthly Estimated Rent for Base Year a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year statement of the Term in which Additional Rent payable by Tenant is responsible for paying Additional Renthereunder, but failure by Landlord to give such statement by said date shall furnish not constitute a waiver by Landlord of its right to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end require payment of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) amount. Upon receipt of the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsstatement, Tenant shall pay in full the deficiency total amount of the increases if any, due for the past year. In addition, unless Landlord reasonably estimates that the amount of any increase in Direct Expenses for the succeeding Comparison Year over the Direct Expenses for the Base Year will differ, an amount equal to Landlord within forty-five any Su I @@,i increase shall be divided into twelve (4512) days after ▇▇▇▇▇▇'s equal monthly installments and Tenant shall pay to Landlord, concurrently with the regular monthly rent payment next due following receipt of such statement, an amount equal to one (1) monthly installment multiplied by the number of months from January in the calendar year in which said statement is submitted to the month of such payment, both months inclusive. Subsequent installments shall be payable concurrently with the regular monthly rent payments for the balance of that calendar year and shall continue until the next Comparison Year's statement is rendered. If a greater increase in Direct Expenses occurs in the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentnext or any succeeding Comparison Year, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding then upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of a statement from Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay a lump sum equal to such total increase in Direct Expenses, less the cost total of the monthly installments of estimated increases paid in the previous calendar year; and the estimated monthly installments to be paid for the next year, following said auditComparison Year, shall be adjusted to reflect such increase. If in any Comparison Year the total of the estimated payments of Tenant's Percentage Share of the increase in Direct Expenses is less than the amount owed, then upon receipt of Landlord's statement, any overpayment made by Tenant on the monthly installment basis provided above shall be credited towards the next monthly rent falling due and the estimated monthly installments of Direct Expenses to be paid shall be adjusted to reflect such lower Direct Expenses for the most recent Comparison Year. If this Lease terminates during a calendar year, the rental adjustment shall be payable for the portion of the calendar year included in the Lease term. *Tenant shall incur a maximum 5 % increase per year for Direct Expenses.

Additional Rent. Commencing on Landlord's Tenant's Initials Initials --------------------------------- (a) Subject to the Commencement Dateprovisions of Paragraph 2 above, Tenant agrees to pay as Additional Rent for the Premises Tenant's proportionate share of all "Operating Expenses" (as hereinafter defined) incurred by Landlord in the operation of the Building. Tenant's proportionate share thereof (hereinafter "Expense Percentage") shall be the percentage obtained by dividing the average Rentable Area of the Premises for such year or portion thereof by ninety-five percent (95%) of the total Rentable Area of the Building excluding the ground floor ancillary retail areas (ground floor tenant spaces which do not connect to the Building lobby), for the same period, and shall be as set forth in Item 3.A. of the Basic Lease Provisions. (b) Prior to commencement of each calendar year, Landlord shall give Tenant a written estimate of Operating Expenses and Tenant's Expense Percentage thereof for the ensuing year of the Term (prorated or portion thereof for any calendar year falling partially within the Term), which Tenant is responsible. Tenant shall pay such estimated amount to Landlord as additional rent Landlord’s Insurance in equal monthly installments, in advance. Within ninety (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (3090) days prior to after the beginning end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) "Statement"), reasonably itemized pursuant to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentusual form, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) showing in reasonable detail, including supportive documentation, setting forth detail (ai) the amount of Tenant's the actual responsibility Operating Expenses for Additional Rentsuch period in accordance with subparagraph (d) below, (ii) any amount paid by Tenant toward its Expense Percentage during such calendar year on an estimated basis and (biii) the sum any revised estimate of Tenant's Monthly Estimated Rent payments made during obligations for its Expense Percentage for the current calendar year. If the amount of The parties shall make any payment or allowance necessary to adjust Tenant's actual responsibility for Additional Rent exceeds the sum of estimated payment to Tenant's Monthly Estimated Rent payments, Expense Percentage share as shown by such annual Statement. Any amount due from Tenant shall pay the deficiency to Landlord be paid within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt of such statementStatement. If the sum Any amount due to Tenant shall be credited against installments of Rent (as defined in subparagraph 3(g) below) next coming due under this Paragraph 3 or, at Tenant's Monthly Estimated election or if the Term shall have expired and no further Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yeardue, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment paid to Tenant within thirty (30) daysdays after Landlord's receipt of Tenant's written notice of such election. (c) If at any time during any calendar year of the Lease term the amount(s) and/or the rates for any item(s) of Operating Expenses are increased to a rate(s) or amount(s) in excess of the rate(s) or amount(s) used in calculating the estimated Operating Expenses for such calendar year, Tenant's estimated share of such Operating Expenses shall be increased for the month in which such increase becomes effective and for succeeding months by Tenant's Expense Percentage of such increase, as applicable. If In the variance is less than five percent event of such an increase in rate or amount, Landlord shall give Tenant written notice (5%the "Adjustment Notice") of the amount or estimated amount of increase, the month in which effective, and Tenant's monthly share thereof. Commencing with the first monthly payment of estimated Operating Expenses required to be made by Tenant after receipt of the Adjustment Notice (the "First Adjustment Payment"), Tenant shall pay such increase to Landlord as part of Tenant's monthly payments of estimated Operating Expenses as provided in subparagraph (b) above. If the effective date of the increase is prior in time to the date of the Adjustment Notice, the First Adjustment Payment shall be increased to include the amount of the monthly payments, if any, which would have been made had the Adjustment Notice been received prior to the effective date of the increase. (d) The term "Operating Expenses" as used herein shall, subject to the exclusions set forth in Paragraph 48.2 below, include all costs of operation and maintenance of the Building, as determined by generally accepted accounting practices consistently applied and determined as if the Building were ninety five percent (95%) occupied for an entire calendar year, and shall include the following costs by way of illustration but not limitation: real and personal property taxes and vehicle taxes and fees; general and special assessments; costs and expenses incurred in contesting the amount of validity of any property tax by appropriate proceedings; water and sewer charges; insurance premiums, including the cost of said audit.rental insurance; the amount of any deductible payable by Landlord with respect to damage or destruction to all or any portion of the Building; license, permit and inspection fees; heat; light; power; intrabuilding network cable including, without limitation, service contract fees; janitorial and courtesy officer services (if any); fire protection; labor; salaries; air conditioning; gardening and landscaping; maintenance and repair (including repairs pursuant to Paragraph 5); painting; trash removal; depreciation of operational equipment for the Building; supplies; --------------------------------- Landlord's Tenant's Initials Initials --------------------------------- ---------------------------------

Additional Rent. Commencing on (a) Taxes, Insurance and Common Area Maintenance (1) In the Commencement Dateevent the "Tax, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance and Common Area Maintenance Expenses" (as defined below) of the Building shall in any calendar year during the term of this Lease exceed the sum of the actual expenses for calendar year 1997 per square foot, then with respect to such excess (the "Tax, Insurance and Real Property Taxes Common Area Maintenance Differential"), Tenant agrees to pay as additional rental Tenant's pro rata share of the Tax, Insurance and Common Area Maintenance Differential within ten (collectively known as “Additional Rent”)10) days following receipt of an invoice from Landlord stating the amount due. Prior The pro rata share to be paid by Tenant is Nine and 7521 ten thousandths percent (9.7521%) subject, however, to adjustment for any expansion of the Leased Premises. In the case of a multi-building Project, if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the Commencement Date Building but are assessed against the Project as a whole, Landlord shall determine the portion of such Tax, Insurance and at least thirty Common Area Maintenance Expenses allocable to the Building in which the Leased Premises are located. (302) days At or prior to the beginning commencement of each calendar year thereafterthis Lease and at any time during the Lease term, Landlord shall furnish may deliver to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentany additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and (b) a calculation of Common Area Maintenance Expenses during the calendar year in which this Lease commences or for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of Landlordthe estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's estimate proportionate share thereof (hereinafter referred to as the "Statement of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Actual Adjustment") shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each delivered by Landlord to Tenant after any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant additional rental was paid or due by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within ten (6010) days after the end delivery by Landlord to Tenant of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount Statement of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsActual Adjustment, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility any additional rental shown on such statement as being due and unpaid. If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rental actually due from Tenant for Additional Rentthe preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall pay credit the amount of such excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling Rental installment due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfrom Tenant.

Additional Rent. Commencing on the Commencement DateLandlord shall, for each calendar year of the Term within one hundred twenty (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60120) days after the end of such calendar yeareach Operating Period (or as soon thereafter as it is reasonably able to do so), furnish Tenant with a statement of the Operating Expenses and Taxes during such year and a computation of the Additional Rent owed by Tenant for such Operating Period (“Expense Statement”). Failure of Landlord to provide such statement within such time period shall not be a waiver of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for right to collect any Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If such statement shows that the actual amount of Tenant's actual responsibility Tenant owes for such Operating Period is more than the estimated Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentspaid by Tenant for such Operating Period, Tenant shall pay the deficiency to Landlord difference within forty-five thirty (4530) days after ▇▇▇▇▇▇'s ’s receipt of such statementthe Expense Statement. If the sum of Tenant's Monthly Estimated Expense Statement shows that Tenant paid more in estimated Additional Rent payments during than the year exceeds the actual amount of Additional Rent owed by Tenant for such Operating Period, Tenant shall receive a credit therefor. The credit shall be applied to future monthly payments attributable to the Additional Rent or the Base Rent (at Tenant's actual responsibility for Additional Rent’s discretion), Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, or if this Lease has not expired, may credit such amount shall be refunded to Tenant. The Operating Expenses, Taxes and Additional Rent set forth in the excess toward Expense Statement shall be binding upon Tenant. Provided, however, that in the payments event that the Term of Base this Lease expires, or is terminated pursuant to the terms of this Lease, on a date other than December 31, then, at the option of Landlord, Landlord may, either prior to the date on which the Term expires, or within thirty (30) days thereafter, elect to provide Tenant with a revised estimate of the Operating Expenses and Taxes for the Operating Period in which such expiration or termination date occurs and the Additional Rent and that will be due from Tenant for such Operating Period, which estimated Additional Rent shall be prorated to reflect the portion of such Operating Period that is contained within the Term of the Lease (the “Final Expense Estimate”). In the event that Landlord elects to deliver a Final Expense Estimate to Tenant, then (i) Tenant shall pay the prorated Additional Rent reflected in such statement within fifteen (15) days after ▇▇▇▇▇▇'s Monthly Estimated ’s receipt of such estimate; (ii) the estimated amount of the Additional Rent next falling due. Landlord’s Statement for the final Operating Period shall be final and binding upon Landlord and Tenant; and (iii) Landlord shall not thereafter seek from Tenant unless any additional payment of Additional Rent if the actual Operating Expenses and Taxes for such Operating Period are greater than those reflected in the Final Expense Estimate, nor shall Landlord have any obligation to refund to Tenant objects any excess funds paid by Tenant to Landlord’s Landlord should the actual Operating Expenses and Taxes for such Operating Period be less than those reflected in the Final Expense Estimate. In the event that Landlord elects not to provide Tenant with a Final Expense Estimate, then it shall be presumed that Landlord will provide Tenant with an Expense Statement within ninety one hundred twenty (90120) days from receipt. Landlord shall keep records showing all expenditures incurred after the end of the final Operating Period contained in the Term, as provided above, and the Additional Rent for each calendar year for a period of three (3) years following each year, and shown in such records Expense Statement shall be made available for inspection and photocopying by due from Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to Landlord within fifteen (15) days after ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of ’s receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditstatement.

Additional Rent. Commencing on the Commencement Date, 1) Tenant shall pay Landlord as “Additional Rent” for each calendar year during the Term Tenant’s Share of the amount by which Operating Costs for such year exceed the Operating Costs Expense Stop, which amount shall be prorated for the last year of the Term (prorated if such year is less than a full calendar year. Both Landlord and Tenant acknowledge that basing the Operating Costs Expense Stop on expenses for any calendar year falling partially within 2006, the Term)intent is to base such Expense Stop on the actual Operating Expenses that Tenant would have incurred had the Building been fully occupied the entire year. Therefore, Tenant will not incur any costs associated with Tenant’s Share of Operating Costs until January 2007. In addition, in determining the Operating Costs Expense Stop, the actual Operating Costs incurred in 2006 that vary with occupancy shall pay be adjusted to an amount reasonably determined by Landlord as additional rent Landlord’s Insurance (as defined below) to be the Operating Costs that would have been incurred and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and paid had such occupancy been at least thirty ninety-five percent (3095%) days prior during all of 2006. 2) Prior to the beginning of the Term and each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) of Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional Rent, Operating Costs and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Tenant’s Additional Rent (“Monthly Estimated Rent”)for the remaining and following calendar year, as applicable. Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date first day of the Term and continuing on the first day of every successive month thereafter, Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs for any year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). 3) As soon as reasonably practicable after the end of each calendar month thereafter year during the Term. Monthly Estimated , Landlord shall furnish Tenant a reconciliation statement with respect to such year, showing Operating Costs and Additional Rent for the year, and the total payments made by Tenant with respect thereto. Unless Tenant raises any objections to Landlord’s statement within thirty (30) days after receipt of the same, such statement shall presumptively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon, subject only to Tenant’s right of audit. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a period timely manner relieve Tenant of less than one month Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. 4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the deficiency within fifteen (15) business days of Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a daily basis based on a three hundred sixty365-five (365) day yearyear by computing Tenant’s Share of Operating Costs for the entire year and then prorating such amount for the number of days during such year included in the Term. For each calendar year Notwithstanding the termination of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentthis Lease, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement or Tenant shall be final and binding upon Landlord and Tenant unless Tenant objects pay to Landlord, as the case may be, within fifteen (15) business days after Tenant’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement final statement for the calendar year in accordance which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. 5) Tenant shall have the right at any time during Landlord’s normal business hours and upon reasonable prior notice to Landlord, which shall not be given later than the first anniversary of Tenant’s receipt of Landlord’s reconciliation statement for the preceding year, to audit Landlord’s books and records with respect to such reconciliation statement, at Tenant’s sole expense. Should the delivery requirements in Section 12.2 audit disclose an overcharge to Tenant or an underpayment to Landlord, the party owing an amount to the other party shall reimburse the other party within fifteen (15) business days after the results of the audit are known to Landlord and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed chargeTenant. HoweverAdditionally, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected report shows that Tenant was overcharged by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentmore, Landlord shall pay the reimburse Tenant for its reasonable out of pocket costs of said audit and shall credit any overpayment toward conducting the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment audit, not to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said exceed $3,000.00 per audit.

Additional Rent. Commencing on The parties agree that this Lease is a triple-net lease. Lessee shall reimburse Lessor for the Commencement Datecosts and expenses incurred by Lessor related to the ownership, for administration, operation, management, and maintenance of the Premises (specifically, but not limited to, the casualty/ property, liability and other reasonable insurance coverage, property taxes and assessments, maintenance expenses and a management fee not to exceed 1.75% of the Base Rent) (the “Reimbursement Obligations”). Lessor will provide Lessee with an estimate of the Reimbursement Obligations before the commencement of each calendar year of the term. Tenant will pay one twelfth (1/12) of the estimated annual Reimbursement Obligations on or before the 1st day of each calendar month during the Term (prorated and pro-rated for any partial months). Lessor estimates that the monthly amount of the Reimbursement Obligations for the first year is $3,342.00. Notwithstanding the foregoing, if the actual property taxes or assessments or the costs associated with property/casualty, liability or other reasonable insurance coverage for any year during the lease term are greater than the cost for such taxes and insurance for the calendar year falling partially 2005, Lessor may increase such estimate of the Reimbursement Obligations accordingly. Lessor shall provide notice of such increase of the estimated Reimbursement Obligations to Lessee showing the effective date of such cost increase and provide a recalculation of the monthly amount of the Reimbursement Obligations thereafter payable. Commencing the first calendar month after such notice of increase and recalculation Lessee will pay to Lessor the increased Reimbursement Obligations. In the event that the accumulated monthly payments of the Reimbursement Obligations is insufficient to pay the actual real estate taxes or the actual annual cost of insurance, within ten (10) days of written demand for the Term)same, Tenant accompanied by an accounting and copies of the tax notice or insurance invoice, Lessee will pay any shortfall amount. After the expiration of each calendar year, Lessor shall provide Lessee with a statement showing the actual amount of the Reimbursement Obligations for the prior calendar year. If the actual amount of the Reimbursement Obligations is more than the amount actually paid by Lessee, Lessee shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least difference within thirty (30) days prior to after the beginning date of each calendar year thereafter, Landlord shall furnish to Tenant a written the statement setting forth from Lessor. If the following: (a) Landlord's estimate actual amount of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of Reimbursement Obligations is less than one month the amount actually paid by Lessee, Lessee shall be prorated on entitled to a daily basis based on a three hundred sixty-five (365) day year. For each calendar year credit against the next installments of the Term in which Tenant is responsible for paying Additional Rentestimated Reimbursement Obligations coming due; provided that upon the expiration of the term, Landlord any overpayment by Lessee shall furnish be paid to Tenant by written notice, delivered in accordance with Article 22 and Lessee within sixty ten (6010) business days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditterm.

Additional Rent. Commencing (a) Any amount required to be paid by Tenant hereunder (in addition to Minimum Annual Rent) and any charges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall be considered “Additional Rent” payable in the same manner and upon the same terms and conditions as the Minimum Annual Rent reserved hereunder except as set forth herein to the contrary. Any failure on the Commencement Date, part of Tenant to pay such Additional Rent when and as the same shall become due shall entitle Landlord to the remedies available to it for each calendar year non-payment of Minimum Annual Rent. (b) In addition to the Term (prorated for any calendar year falling partially within the Term)Minimum Annual Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of for each calendar year thereafterduring the Lease Term, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s as Additional Rent, Tenant’s Proportionate Share of all costs and expenses incurred by Landlord during the Lease Term for Operating Expenses (bas hereinafter defined) a calculation for the Building and the common areas associated therewith. (c) In addition to the Minimum Annual Rent and Tenant’s share of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Operating Expenses, Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearduring the Lease Term, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for as Additional Rent must be raised (i) any increase in insurance premiums and deductibles (payable by Tenant within ninety Landlord) over the base amount paid in the -3- Base Year; and (90ii) days the amount by which all Real Estate Taxes (as herein defined) for each tax year exceeds all Real Estate Taxes for the Base Year. (d) For purposes of receipt this Lease, “Operating Expenses” shall mean all of Landlord’s Statement expenses for operation, repair, and maintenance to keep the Building and the common areas associated therewith in accordance with good order, condition and repair (including all additional direct costs and expenses of operation and maintenance of the delivery requirements Building which Landlord reasonably determines it would have paid or incurred during such year if the Building had been fully occupied), including, but not limited to, management or administrative fees (which shall not exceed 3.5% of the Minimum Annual Rent due under this Lease); utilities; insurance deductibles: stormwater discharge fees; license, permit, inspection and other fees; fees and assessments imposed by any covenants or owners’ association; security services; and maintenance, repair and replacement of the driveways, parking areas (including snow removal), exterior lighting, landscaped areas, walkways, curbs, drainage strips, sewer lines, exterior walls, foundation, structural frame, roof and gutters. The cost of any Operating Expenses that are capital in Section 12.2 and nature shall be resolved amortized over the useful life of such improvement (as reasonably determined by Landlord), and only the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision amortized portion shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditincluded in Operating Expenses.

Additional Rent. Commencing on A. Tenant shall pay to Landlord in addition to Base Rent during the Commencement Date, for each calendar year Lease term additional rent ("Additional Rent") equal to the sum of the Term following: 1. Tenant's Share of all Real Property Taxes relating to the Property as set forth in Paragraph 11, unless Tenant shall pay the Real Property taxes directly to the charging authority; 2. Tenant's Share of all Operating Expenses relating to the Buildings and the Property as set forth in Paragraph 7, except to the extent Tenant maintains and repairs the Buildings as provided herein; 3. All other charges, costs and expenses which Tenant is required to pay hereunder and all damages, costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease, including attorney's fees and court costs; and B. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Base Rent. Tenant's Share of all expenses to be paid by it with respect to the Buildings and Tenant's Share of all expenses to be paid by it with respect to the Property are separately set forth in the Lease Summary. Except as provided below, Additional Rent due hereunder shall be paid to Landlord within thirty (prorated for any calendar year falling partially within the Term)30) days of written notice by Landlord. At Landlord's option, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to monthly, in advance, on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereaftermonth Tenant's Share of an amount estimated by Landlord to be Landlord's approximately monthly expenditure for such items included in Additional Rent (the "Estimated Monthly Expense"). Actual expenses incurred by Landlord shall be reconciled against the Estimated Monthly Expense by Landlord, at its option, or at the end of each calendar quarter or year. Within one hundred twenty (120) days following each calendar quarter or year, as the case may be, Landlord shall furnish to Tenant a written statement setting forth of the following: (a) actual expenses incurred by Landlord for such period. If Tenant's total payments of the Estimated Monthly Expense for such period are less than the amount of actual expenses incurred by Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day amount of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five such deficiency within thirty (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6030) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's total payments of the Estimated Monthly Estimated Rent payments during the year exceeds the amount of Tenant's Expense exceed actual responsibility expenses incurred by Landlord for Additional Rentsuch period, Landlord shall pay apply the excess to Tenant at amount against the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments next payment of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as or Additional Rent for each calendar year for a period of three (3) years following each yeardue hereunder or any other sums then due under this Lease, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office's sole discretion. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must The Estimated Monthly Expense may be raised adjusted by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within upon thirty (30) days' written notice to Tenant. If The respective obligations of Landlord and Tenant under this paragraph shall survive the variance is less expiration or earlier termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than five percent (5%)the last day of a calendar year, Tenant the actual Additional Rent incurred for 100 the calendar year in which the Lease term expires or otherwise terminates shall pay be determined and settled on the cost basis of said auditthe statement of actual Additional Rent for such calendar year and shall be prorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of the same, such statement shall conclusively he deemed correct and Tenant shall have no right thereafer to dispute such statement or any item therein or the computation of Additional Rent based hereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the variance is less than five percent figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (5%)4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within fourteen (14) days of said auditTenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire Year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within fourteen (14) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof: If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, ‘faxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shell be reduced to equal the Taxes for the year in which the decrease occurs.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”), an amount equal to Tenant's proportionate share of any increase in Taxes and Operating Expenses over the Taxes and Operating Expenses for the1993 calendar year. Prior Tenant's proportionate share shall be payable to the Commencement Date and at least thirty (30) days prior Landlord monthly, in advance, without interest accruing thereon, in an amount estimated from time to the beginning of time by Landlord. After each calendar year thereafteryear, Landlord shall furnish deliver a statement to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility obligation for Additional RentTaxes and Operating Expenses, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the total amount of monthly payments paid by Tenant to Landlord. In the event Tenant's actual responsibility for Additional Rent obligation exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency difference to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) daysdays after receipt of Landlord's statement. If Conversely, in the variance event Tenant's total payments exceed Tenant's actual obligation, Landlord shall either refund the overpayment to Tenant or credit said overpayment against Tenant's monthly obligation in the forthcoming year. Tenant's proportionate share is less than five percent 100% of the Premises. Taxes (5%)as such term is used herein) shall include, without limitation, any tax, assessment or similar governmental charge imposed against the Premises, or against any of Landlord's personal property used in the operation and/or maintenance of the Premises. Taxes, as herein contemplated, are predicated on the present system of taxation in the state of Nebraska. Therefore, if due to a future change in the method of taxation any rent, franchise, use, profit or other tax shall be levied against Landlord in lieu of any charge which would otherwise constitute a Tax, such rent, franchise, use, profit or other tax shall be deemed to be a Tax for the purposes herein. In the event Landlord is assessed with a Tax which Landlord, in its sole discretion, deems excessive, Landlord may challenge said Tax or may defer compliance therewith to the extent legally permitted; and, in the event thereof, Tenant shall pay be liable for Tenant's proportionate share of all costs in connection with such challenge. See Additional Provisions, Section 31. Operating Expenses (as such term is used herein) shall include all costs and expenses incurred by Landlord in operating and maintaining the Premises including, without limitation: maintaining and repairing all systems therein, the cost for all service agreements and subcontractor charges; landscaping; janitorial services; wages/salaries and benefits of all employees engaged in the operation and management of the Premises, together with any applicable social security taxes, employment taxes or other taxes levied against such wages/salaries; premiums for liability, property damage, fire, worker's compensation and any and all other insurance for the Premises; management fees; capital improvements which are required by any governmental authority to keep the Premises in compliance with all applicable statutes, codes and regulations; any applicable indenture or trustee's fees; and the amortized cost of any capital improvement which reduces other Operating Expenses, but in an amount not to exceed the reduction of Operating Expenses for the relevant year. Operating Expenses shall not include capital improvements (other than aforesaid), ground leases , principal or interest payments on any mortgage or deed of trust on the Premises, or brokers' commissions. See Additional Provisions, Section 32. Within one hundred eighty (180) days after receipt of each year-end statement, Tenant or its authorized agent shall have the right, at Tenant's sole cost and expense, to inspect and audit Landlord's records with respect to Tenant's proportionate share of Operating Expenses, which audit shall be at the office of Landlord's managing agent, upon five (5) days prior written notice, during said auditagent's normal business hours. Except as aforesaid, Landlord shall not be obligated to provide Tenant with detailed summaries or receipts for any Operating Expenses incurred by the Premises; but Landlord shall provide Tenant with a statement setting forth such expenses, categorized by class and amount. Unless Tenant asserts specific errors within one hundred eighty (180) days after receipt of each year-end statement, said statement shall be deemed to be correct. See Additional Provisions, Section 33.

Additional Rent. (A) Tenant shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of Taxes which in any calendar year exceed the actual Taxes for the 1997 calendar year. Said amount shall be prorated if the Commencement Date does not coincide with the beginning or the expiration date does not coincide with the end of a calendar year. (B) Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning pay, with each monthly installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Fixed Rent, and (b) a calculation of one-twelfth (1/12) of Landlordthe amount reasonably estimated by Landlord to be due as Tenant's estimate Pro Rata Share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)excess Taxes for the following calendar year. Tenant If Taxes for the following calendar year are not known, monthly installments shall pay to Landlord the Monthly Estimated Rent beginning be based on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each current calendar year of with immediate adjustment as soon as said Taxes become known. If at the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish time any Taxes or installments thereof are required to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after be paid the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the total amount of Tenant's actual responsibility for Additional Rent, and (b) the sum monthly payments on account of excess Taxes are insufficient to pay Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsPro Rata Share thereof, Tenant shall pay the such deficiency to Landlord within forty-five (455) days after ▇▇▇▇▇▇'s receipt of such statementdemand therefor. If any payment on account of excess Taxes shall be due for the sum of Tenant's Monthly Estimated Rent payments during calendar year in which the year exceeds the amount of Tenant's actual responsibility for Additional RentCommencement Date occurs, Landlord Tenant shall pay the excess said amount to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If days following Landlord's demand therefor. (C) Should any taxing authority impose any separate additional taxes on the variance is less than five percent (5%)value of any improvements made by Tenant, Tenant shall pay the cost or include machinery, equipment, fixtures, inventory or other personal property or assets of said audit.Tenant, then Tenant

Additional Rent. Commencing on Owner shall pay all of the Commencement DateBuilding Operating --------------- Expenses (defined below). The Building Operating Expenses for the calendar year 2000, adjusted for each a full year shall be the Base Year Building Operating Expenses. The Building Operating Expenses for the Base Year and subseqent years will include those operating expenses that would have been paid or incurred by Owner had the Building been ninety-five percent (95%) rented and occupied. During periods of vacancy, the Premises Percentage will be grossed up from actual to adjusted as noted under paragraph 5 of the Basic Lease provision; however, notwithstanding anything to the contrary contained herein, Owner shall not be entitled to collect more than one hundred percent (100%) of the Building Operating Expenses. The Building Operating Expenses for the Base Year include fixed expense stops for certain expenses as follows: (i) electricity and gas at $.90 per square foot; (ii) real property taxes at $1.20 per square foot; and (iii) janitorial services at $.70 per square foot (collectively, the "Base Year Operating Expense Pass-Throughs"). Tenant shall pay to Owner as "Additional Rent" Tenant's Premises Percentage of any excess of the actual costs of the Base year Operating Expense Pass-Throughs over the estimates of the Base Year Operating Expense Pass-Throughs. Following the first calendar year of the Term (prorated for any calendar year falling partially within the Term"Base Year"), Tenant shall pay to Landlord Owner as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “"Additional Rent”)", Tenant's Premises Percentage of any increase in the Building Operating Expenses paid or incurred by Owner in excess of the Building Operating Expenses for the Base Year. Prior to All amounts payable by Tenant under this Section as Tenant's Premises Percentage of the Commencement Date Building Operating Expenses may be estimated by Owner in Owner's reasonable discretion, and at least thirty (30) days prior to shall be paid in equal monthly installments in advance with the beginning monthly payment of each Annual Base Rent. Each calendar year thereafterby March 31, Landlord Owner shall furnish reconcile Tenant's payments of the Building Operating Expenses for the previous year to reflect actual expenses for that period. Tenant shall be given a credit against the next Building Operating Expenses payment(s) due from Tenant or, if the Term of the Lease has expired, a refund, for any overpayment. A copy of the reconciliation shall be furnished to Tenant a written statement setting forth when completed. If the following: (a) Landlordamount paid by Tenant for that year is less than Tenant's estimate Premises Percentage of ▇▇▇▇▇▇'s Additional Rentthe Building Operating Expenses, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord Owner the Monthly Estimated Rent beginning on deficit by June 1 of that year. If the Commencement Date and on amount paid by Tenant for that year is more than Tenant's Premises Percentage of the first day Building Operating Expenses, Owner shall pay to Tenant the excess by June 1 of every successive calendar month thereafter during the Termthat year. Monthly Estimated Rent Appropriate adjustment shall be made for a any period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (3651) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar full year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of and Tenant's actual responsibility for Additional obligation to pay any shortage or Owner's obligation to refund any OFFICE LEASE AGREEMENT - 1 Drafted: January 6, 2000 overage shall survive the expiration or other termination of this Lease. In this Lease, the term "Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant " shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of include Annual Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement DateTenant shall reimburse to Landlord monthly, for each calendar year of throughout the Term of Lease and any extension of this Lease, the following Additional Rent: Common Area Maintenance (prorated CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Tenant, and any Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance and invoice in monthly installments (as defined below) and Real Property Taxes (collectively known as “Additional Rent”see Exhibit D). Prior to During the Commencement Date and at least thirty (30) Term of Lease and/or any extension of this Lease, Landlord, within 120 days prior to the beginning of each calendar year thereafterend, Landlord shall furnish will provide to Tenant a written statement setting forth the following: (a) of actual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of these expenses, at Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s election, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay reimburse Landlord as invoiced. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord Landlord, Tenant shall have the Monthly Estimated Rent beginning on opportunity to audit the Commencement Date actual CAM and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent Real Estate Taxes/Assessments expenses statement for a period of less than one month shall 90 days upon receipt of said statement. Tenant waives its right to audit the actual CAM and Real Estate Taxes/Assessments expenses upon its failure to exercise such right during said 90 day period. Tenant’s share of all Additional Rent will be prorated on a daily basis based on a three hundred sixty-five determined by the Tenant’s leased share (365Demised Premises) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Renttotal building square footage along with Tenant’s proportionate share of any rooms considered common area to the building (expenses will be calculated on an annual basis divided by building square footage to obtain an annual cost per square foot.) Landlord, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expiredits election, may credit the excess toward the payments invoice for reimbursement(s) of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying any Utility usage not paid directly by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. (1) Commencing on the Commencement DateDate and continuing throughout the Term of the Lease, Tenant shall pay to Landlord, as “Additional Rent”, Tenant’s Share of the sum of Operating Costs and the Taxes for each calendar year year, or portion thereof, occurring during the Term (except that Tenant’s Share of estimated Operating Costs and the Taxes for the first full calendar month of the Term shall be paid upon Tenant’s execution of this Lease). (prorated 2) Prior to the Commencement Date and thereafter prior to the end of each calendar year, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs and the Taxes to be paid as a component of Additional Rent for any the following calendar year. Commencing on the first day of January of each calendar year falling partially within and continuing on the Term)first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of such estimated Additional Rent. If Landlord thereafter estimates that Operating Costs for such year will vary from Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least prior estimate, Landlord may, on not less than thirty (30) days days’ prior written notice to Tenant, revise the beginning estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). Landlord’s initial estimate of Operating Costs for the first full calendar month of the Term is Thirteen Thousand Seven Hundred Thirty Five and 00/100 Dollars ($13,735.00). (3) As soon as reasonably practicable after the end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (the “Landlord’s Statement”) in reasonable detailwith respect to such year, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rentshowing Operating Costs, and (b) any other Additional Rent for the sum of Tenant's Monthly Estimated Rent year, and the total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement within ninety (90) days from receipt. Landlord after receipt of the same, Tenant shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at have no right thereafter to audit Landlord’s principal office. Any dispute books and records with respect to ▇▇▇▇▇▇▇▇'s calculations such Statement. If Tenant does object to such Statement within the requisite time period, then Landlord shall provide Tenant with reasonable verification of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s the figures shown on the Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation shall negotiate in good faith to resolve any disputes. If after such negotiations Landlord and Tenant cannot agree upon the amount of Operating Costs, then Tenant shall have the right to have a certified public accountant (at Tenant’s sole cost and expense) and approved by Landlord (which approval shall not be unreasonably withheld or delayed), audit and/or review Landlord’s books and records relating to the Statement and the calculation of Operating Costs for the year in question (the “Independent Review”). The results of any such Independent Review shall be binding on Landlord and Tenant, unless Landlord elects, within sixty (60) days of written notice receipt of disputed chargethe results of the Independent Review, to initiate legal proceedings to resolve any disputes regarding conclusions in the Independent Review that Landlord does not accept. HoweverIf the Independent review and/or any legal proceedings with respect thereto show that the Operating Costs actually paid by Tenant for the calendar year in question exceeded Tenant’s obligations for such calendar year, Tenant may offset such excess against Rent due under the Lease or, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentno rent remains due, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment excess to Tenant within thirty fifteen (3015) daysdays after final determination of the Operating Costs after deducting all other amounts due Landlord. If the variance is Independent Review and/or any legal proceedings with respect thereto show that Tenant’s payments of Operating Costs for such calendar year were less than Tenant’s obligation for the calendar year, Tenant shall pay the deficiency to the Landlord within fifteen (15) days after final determination of the Operating Costs. If the Independent Review and/or any legal proceedings with respect thereto show that Tenant has overpaid Operating Costs for the year in question by more than five percent (5%), then Landlord shall reimburse Tenant for all reasonable costs paid by Tenant to the firm performing the Independent Review. Operating Costs for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. Any failure of Landlord to deliver Landlord’s Statement as provided herein shall not relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s Statement, so long as the Statement for any calendar year is delivered not later than nine (9) months after the end of the calendar year. (4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, and Tenant does not timely object thereto as permitted under subparagraph (3) above, Tenant shall pay Landlord the cost deficiency within five (5) days of said auditTenant’s receipt of Landlord’s Statement. If, however, Tenant timely objects to the Landlord’s Statements as permitted under subparagraph (3), above, Tenant shall pay Landlord any deficiency within fifteen (15) days of the completion of good faith negotiations or Tenant’s receipt of the results of the Independent Review, as applicable. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the Operating Costs and the Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within fifteen (15) days after Tenant’s receipt of Landlord’s final Statement for the calendar year in which this Lease terminates, unless Tenant timely objects thereto as permitted under subparagraph (3) above, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or earlier termination of this Lease.

Additional Rent. Commencing Subject to the provisions of Section 5.2 below, commencing on the Commencement Date, for each calendar year first day of the Term seventh (prorated for any calendar year falling partially within 7th) month following the Lease Commencement Date (as determined pursuant to Section 2.3 above) and continuing throughout the Lease Term), in addition to the Base Monthly Rent, Tenant shall pay to Landlord without offset as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as the “Additional Rent”) the following amounts: A. An amount equal to all Property Operating Expenses (as defined in Article 13) incurred by Landlord (calculated as if Rent had been paid from and after the Delivery Date at the rate applicable when Tenant first pays rent hereunder not counting any free rent period). Prior to ; provided however, in no event shall the Commencement Date and at least thirty Property Maintenance Costs increase by more than four percent (304%) days prior to the beginning of each in any calendar year thereafter(the “Maintenance Costs Cap”), which shall be cumulative and compounding. Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord: (1) Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of may b▇▇▇▇▇▇'s Additional Rent▇ to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end amount of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant expenses within thirty (30) days. If the variance is less than five percent days after receipt of a written b▇▇▇ therefore from Landlord; and/or (5%2) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the cost estimated amount of said auditsuch expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent. B. Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7; C. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and D. Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease other than late charges and interest on defaulted rent.

Additional Rent. Commencing on All sums payable by Tenant under this Lease other than Base Rent are “Additional Rent”; the Commencement Date, for each calendar year of term “Rent” includes both Base Rent and Additional Rent. Landlord will estimate in advance and charge to Tenant the Term following costs (prorated for any calendar year falling partially within the Term“Total Operating Costs”), which Tenant shall will pay to Landlord as additional rent Landlord’s Insurance on a monthly basis throughout the Occupancy Period (as defined below) and at the same time as Base Rent is to be paid: (i) all Real Property Taxes for which Tenant is responsible under Article 5, (collectively known as “Additional Rent”). Prior ii) all utility costs (to the Commencement Date extent utilities are not separately metered) for which Tenant is responsible under Article 6, (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Landlord may adjust its estimates of Total Operating Costs at least any time (but no more frequently than once every calendar year) based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments will be effective as of the next Base Rent payment date after notice to Tenant. “Occupancy Period” means the period from the time commencing on the Beneficial Occupancy Date, throughout the Lease Term until the termination of this Agreement. Landlord estimates that the Total Operating Costs for the first lease year shall be: (i) $0.19 per square foot for Real Estate Taxes, (ii) $0.08 per square foot for insurance, (iii) $0.12 per square foot for Common Area Maintenance and (iv) the management fee as described below. The common area maintenance expense does not include Security for the Building, only includes security for the Park. Additionally Tenant shall be responsible for its Pro Rata Share of the Building security expense. This cost will also be billed as an Operating Expense In the event that the Premises are expanded to include the entire Building, Tenant shall be directly responsible for the Building security. After the end of each fiscal year during the Term, Landlord will deliver to Tenant a statement setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and Tenant’s Pro Rata Share of such costs and expenses. Within thirty (30) days prior after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant based on the sums paid by Tenant in comparison to the beginning Tenant’s Pro Rata Share of each calendar year thereafter, Landlord such costs and expenses. Such statement shall furnish to Tenant a written statement setting set forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s actual cost for such Total Operating Costs, categorized by class and amount; (b) a calculation the actual amount due from Tenant for Tenant’s Pro Rata Share of one-twelfth such Total Operating Costs and (1/12c) the sum of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). the estimated monthly installments paid by Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day applicable fiscal year. For each calendar year Landlord shall maintain complete and accurate records of the Term in (i) all Real Property Taxes for which Tenant is responsible under Article 5, (ii) all utility costs (to the extent utilities are not separately metered) for paying Additional Rentwhich Tenant is responsible under Article 6, Landlord (iii) all insurance premiums for which Tenant is responsible under Article 8, and (iv) all Operating Expenses for which Tenant is responsible under Article 7 of this Lease. Tenant or its authorized agent shall furnish have the right, at Tenant’s sole cost and expense, to inspect Landlord’s records with respect to Tenant’s Pro Rata Share of Total Operating Costs, which inspection shall be at Landlord’s office in Landlord’s Notice Address. If Tenant disputes the amount or appropriateness of inclusion in Operating Expenses of any cost or expense billed to Tenant and such dispute has not been resolved prior to the time any disputed amount is due Landlord under this Lease, Tenant’s payment of any such disputed amount will not affect Tenant’s rights with regard to such disputed amount. If such dispute cannot be resolved by written notice, delivered in accordance with Article 22 good faith negotiations between Landlord and Tenant within sixty (60) days after the end Tenant gives Landlord written notification of such calendar dispute, then such dispute shall be resolved by an independent certified public accountant acceptable to Landlord and Tenant. Tenant shall pay the expense of the certified public accountant unless it is finally determined that Landlord overcharged Tenant by 4% or more. If on the basis of the final determination of Tenant’s Pro Rata Share for a specific fiscal year, a statement (“Landlord’s Statement”) in reasonable detailTenant owes an amount that is less than the payments for such fiscal year previously made by Tenant, including supportive documentationLandlord shall credit such excess amount against the next monthly installments due from Tenant to Landlord for Operating Expenses. If on the basis of such final determination, setting forth (a) Tenant owes an amount that is greater than the total amount of payments for such fiscal year previously made by Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the amount of such deficiency to Landlord within forty-five ten (4510) working days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling duefinal determination. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance ’s reimbursement obligations set forth herein survive any termination of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthis Lease.

Additional Rent. Commencing In addition to the basic monthly rental, Tenant --------------- shall pay Tenant's pro rated share of Operating Costs defined to be all expenses relating to the Premises including, but not limited to, real estate taxes, sales, franchise, business, corporation or any other taxes (except income taxes) based on rents, utilities not separately metered to individual tenants, maintenance (except where otherwise provided), repairs, operating supplies, building services, litter removal, management fees not exceeding four percent (4%), labor for on-site management and maintenance, and Landlord's insurance (as set forth in Paragraph 11), operating supplies, snow removal, landscaping, litter removal from the entire project, tools, materials, resurfacing, repainting, and restriping of parking areas, car stops, and security, professional fees, and cost of capital improvements, which in landlord's reasonable judgement will result in operating cost savings. Tenant's pro rata share of Operating Costs shall be a fraction, the numerator of which shall be the square footage of the Premises, and the denominator of which shall be the total square footage in the Project. Said fraction shall then be multiplied by the entire amount of Operating Costs to determine the amount of such Operating Costs payable by Tenant. In order to provide for payment by Tenant of Tenant's pro rata share of Operating Costs, Landlord shall furnish to Tenant, prior to the Lease Commencement Date, or as soon thereafter as is practicable, a written statement setting forth Landlord's estimate of the operating expenses for each the calendar year of in which the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Lease Commencement Date and at least thirty (30) days prior to the beginning of each calendar year occurs; thereafter, Landlord shall furnish to Tenant Tenant, on an annual basis, a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)the operating expenses for each succeeding calendar year. Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on or before the first day of every successive calendar each month thereafter during of the Term. Monthly Estimated Rent for a period term hereof, together with its basic monthly rental, an amount equal to one-twelfth (1/12th) of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each Landlord's estimated operating expenses in the calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 this lease commences and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthereafter.

Additional Rent. Commencing on Additional Rent shall be due during any Calendar Year, beginning with the Commencement Date, for each calendar year Calendar Year immediately following delivery of the Term Expansion Space to Tenant, during which the Actual Expense Rate is greater than the Base Expense Rate. Prior to January 1 of each Calendar Year (prorated or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of Landlord's reasonable estimate of the Expense Rate (calculated by dividing Landlord's reasonable estimate of Expenses for any calendar year falling partially within the Termensuing Calendar Year by the Rentable Area in the Building) projected by Landlord for the ensuing Calendar Year (the "Projected Expense Rate"). Beginning with the first month of the Calendar Year immediately following delivery of the Expansion Space by Landlord to Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to on the Commencement Date and at least thirty (30) days prior to the beginning first day of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth month one-twelfth (1/12th) of the following: product of (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentthe positive difference (if any) obtained by subtracting the Base Expense Rate from the Projected Expense Rate for such Calendar Year, and (b) a calculation the Rentable Area in the Premises. Until Tenant has received the statement of one-twelfth (1/12) of the Projected Expense Rate from Landlord's estimate of ▇▇▇▇▇▇'s , Tenant shall pay or continue to pay Additional Rent to Landlord in the same amount (“Monthly Estimated Rent”)if any) as required for the last month of the prior Calendar Year. After Tenant receives the statement, on the next date when Base Rent is due, Tenant shall pay to Landlord, or Landlord shall credit to Tenant (whichever is appropriate), the Monthly Estimated difference between the amount paid by Tenant and the amount payable by Tenant as set forth in such statement. Not more than twice during any Calendar Year, Landlord may in good faith revise the Projected Expense Rate and provide Tenant with a revised statement, and thereafter Tenant shall pay Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, revised statement. Landlord shall furnish provide to Tenant by written noticeTenant, delivered in accordance with Article 22 and within sixty one hundred fifty (60150) days after the end of such calendar yeareach Calendar Year, a statement (“Landlord’s Statement”) in reasonable detailof the Actual Expenses, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility Actual Expense Rate and the Additional Rent for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the such year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord Landlord, within forty-five thirty (4530) days after ▇▇▇▇▇▇Tenant's receipt of such statement, the uncollected Additional Rent for such Calendar Year. If the sum actual Additional Rent payable by Tenant for any Calendar Year is less than the aggregate of Tenant's Monthly Estimated the actual Additional Rent payments during the year exceeds collected by Landlord for such Calendar Year, Landlord shall promptly refund the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the such excess to Tenant at the time Landlord furnishes the statement, (or, if this Lease has not expiredat Landlord's option, may credit apply such excess against the excess toward the next ensuing payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to become due hereunder). Failure of Landlord to provide the statement called for hereunder shall not relieve Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfrom its obligations under this Section 7 or elsewhere in this Lease.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance each year Tenant's Proportionate Share of Operating Costs during each Operating Year of the Lease Term (as defined below) and Real Property Taxes (collectively known as “Additional Rent”"OPERATING COST RENT"). Prior Landlord may make a good faith estimate of the Operating Cost Rent to be due by Tenant for any Operating year or part thereof during the Lease Term. During each Operating Year or partial Operating Year of the Lease Term, Tenant shall pay to Landlord, in advance concurrently with each monthly installment of Minimum Monthly Rent, an amount equal to the Commencement Date estimated Operating Cost Rent for such Operating Year or part thereof divided by the number of months therein. From time to time, Landlord may estimate and at least thirty (30) days prior re-estimate the Operating Cost Rent to be due by Tenant and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Operating Cost Rent payable by Tenant shall be appropriately adjusted in accordance with the estimations so that, by the end of the Operating Year in question, Tenant shall have paid all of the Operating Cost Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each Operating Year. In the event the Building is not fully occupied during any Operating Year, an adjustment shall be made by Landlord in calculating the Operating Costs for such Operating Year so that the Operating Costs shall be adjusted to the beginning amount that would have been incurred had the Building been occupied to the extent of 95% during such Operating Year. By May 1 of each calendar year thereafterOperating Year, or as soon thereafter as practicable, Landlord shall furnish to Tenant a written statement setting forth of Operating Costs for the following: previous year, adjusted as provided above (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”the "Operating Costs Statement"). If Tenant's payments of estimated Operating Cost Rent for the year covered by the Operating Costs Statement exceed Tenant's Proportionate Share of such items as indicated in the Operating Costs Statement, then Landlord shall promptly credit or reimburse Tenant for such excess; likewise, if Tenant's estimated payments of Operating Costs for such year are less than Tenant's share of such items as indicated in the Operating Costs Statement, then Tenant shall promptly pay to Landlord such deficiency, notwithstanding that the Monthly Estimated Rent beginning on Term has expired and Tenant has vacated the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day yearPremises. For each calendar year purposes of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing Tenant agrees to reimburse Landlord for Tenant's Proportionate Share (hereinafter defined) of (i) Real Property Taxes (hereinafter defined), (ii) Landlord's actual cost of obtaining and maintaining Landlord's Insurance (hereinafter defined), and (iii) the actual cost of any maintenance performed by Landlord under Paragraph 12A(2) below or which, in Landlord's reasonable discretion, is for the benefit of the Project as a whole and not reasonably allocable to any specific tenant or tenants (collectively, the ADJUSTMENTS). During each month of the term of this Lease, on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)same day that Base Monthly Rent is due hereunder, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior Rent an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount 1/12 of Tenant's Proportionate Share of the estimated total annual cost of the Adjustments, as determined by Landlord. Tenant authorizes Landlord to use such funds to pay such costs. The initial monthly payments of Adjustments are based upon Landlord's good faith estimates for the current Lease Year (hereinafter defined) and shall be increased or decreased each Lease Year to reflect the projected actual responsibility for Additional Rent, and (b) the sum cost of all Adjustments. If Tenant's Monthly Estimated Rent total payments made during the year. If the amount of are less than Tenant's Proportionate Share of the actual responsibility for Additional Rent exceeds the sum costs of Tenant's Monthly Estimated Rent paymentsall such items, Tenant shall pay the deficiency difference to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementdemand. If the sum total payments of Tenant are more than Tenant's Proportionate Share of the actual costs of all such items, Landlord shall notify Tenant of such and retain such excess and credit it against Tenant's next. monthly estimated payments of Adjustments. The amount of the Base Monthly Rent and the estimated monthly payments (based upon a complete calendar month) of Tenant's Proportionate Share of the Adjustments for the Lease Year in which the date of this Lease occurs are as follows: (1) Base Monthly Estimated Rent payments during $20,170.58 (2) Real Property Taxes $3,723.80 (3) Insurance $310.32 (4) Maintenance $620.63 ---------- Initial Monthly Payment Total $24,825.33 ---------- ---------- TENANT'S PROPORTIONATE SHARE, as used in this Lease, shall mean a fraction, the year exceeds numerator of which is the amount number of Tenant's actual responsibility for Additional Rentsquare feet of rentable area contained in the Premises and the denominator of which is the entire number of square feet of rentable area contained in the Building (as to costs which do not materially vary based on the occupancy of the Building) or is the entire rented area contained in the Building (as to costs which do materially vary based on the occupancy of the Building). If the Project is part of a larger development constructed by Landlord on the Land (the DEVELOPMENT) and the Building and one or more other buildings on parts of the Development other than the Project share the benefit of or may properly be allocated a portion of any expense, Landlord shall pay reasonably allocate any such expense among the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, Building and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect other building(s) prior to ▇▇▇▇▇▇▇▇'s calculations of applying Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Proportionate Share to such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditexpense.

Additional Rent. Commencing on the Commencement Date, for (a) For each calendar year of the Term (prorated for any or partial calendar year falling partially within during the Termterm hereof (or renewal periods, if any), Tenant shall pay to Landlord Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”, its pro rata share of the Operating Expenses of the Building and the Developed Parcel, as hereinafter defined. For purposes of this Lease, Tenant's pro rata share of the Operating Expenses is deemed to be one and ten one hundredths percent (1.10%). Prior 1994 Operating Expenses shall not exceed $4.25/s.f. There shall be a 4 1/2% per year CAP on all increases in controllable operating expenses (excluding taxes, utilities, and insurance). (b) At the commencement of this Lease, or prior to or at the commencement of any calendar year during the term hereof, Landlord may deliver to Tenant a written estimate of any Additional Rent (such estimate being hereinafter referred to as "Estimated Operating Expenses") which may be due hereunder during the calendar year in which this Lease commences or for any such succeeding calendar year as the case may be. For each month, Tenant shall pay 1/12 of the amount of the Estimated Operating Expenses for that particular calendar year in addition to the Commencement Date Monthly Base Rent. (c) Statements showing the actual Operating Expenses of the Building and at least the Developed Parcel and Tenant's proportionate share thereof (hereinafter referred to as "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant within a reasonable period of time after the end of any calendar year in which Estimate Operating Expenses was paid by Tenant or due Landlord under the provisions hereof. Within thirty (30) days prior to after the beginning of each calendar year thereafter, delivery by Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentsuch Statement of Actual Adjustment, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Rent beginning Operating Expenses during said previous calendar year, or Landlord shall credit Tenant the amount by which the Estimated Operating Expenses exceeded the Statement of Actual Adjustment (d) The computations set forth in this Paragraph shall be made on the Commencement Date and a calendar year basis except if this Lease commences on a day other than the first day of every successive a calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated year or terminates on a daily basis based on day other than the last day of a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, in such event the computations shall be made n the basis of the proportion that the number of days that this Lease was in effect for such calendar years bears to 365. (e) For the purposes of this Lease, Operating Expenses shall mean any and all costs paid or incurred in connection with the operation, servicing, maintenance and repair of the Building and the Developed Parcel determined on a statement cash basis, which shall include, but not be limited to the following: (“Landlord’s Statement”i) in reasonable detailAll real estate taxes, including supportive documentationassessments, setting forth (a) governmental levies, county taxes or any other governmental charge, ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature whatsoever which are or may be assessed or imposed upon the amount Building and the Developed Parcel under the laws of Tenant's actual responsibility for Additional Rentthe United States, and (b) the sum State of Tenant's Monthly Estimated Rent payments made during Kentucky, or any political subdivision thereof or by the year. If the amount City of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after Covi▇▇▇▇▇, ▇'s receipt ▇ a substitute in whole or in part for taxes payable or hereinafter imposed on the Building and the Developed Parcel or resulting from or due to any change in method of such statement. If taxation, but excluding any income, franchise, excise, corporation, estate, inheritance, succession, capital stock or transfer tax levied on Landlord to the sum extent that it is not a substitute in whole or in part for real estate taxes. (ii) Compensation provided in the form of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentwages, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, salaries and such records shall other compensation and benefits (including insurance, welfare, retirement, vacation, holiday, sick pay and other fringe benefits) as well as any adjustments thereto for the following classes of employees, employees of agents, or agents of Landlord performing services rendered in connection with the management, operation and maintenance or the Building and the Developed Parcel; a. Building Managers; b. Building department heads and assistants; c. clerical and accounting staff; d. elevator operators, including starters and assistant starters; e. window cleaners, porters, janitors, cleaners, dusters, sidewalk shovelers and miscellaneous handymen; f. watchmen, gardeners, caretakers and persons engaged in patrolling and protecting the Building; g. engineers, fireman, mechanics, electricians, plumbers and persons engaged in the operating and maintenance of the heating, air conditioning, ventilating, plumbing, electrical and elevator systems of the Building; and h. carpenters, plasterers, painters and other persons engaged in connection with the management, operating and maintenance of the Building. (iii) The uniforms of employees of RiverCenter specified in subdivision (ii) above and the cleaning, pressing and replacement thereof. (iv) Payroll taxes, including federal and state unemployment taxes and social security taxes and any other such taxes that may be made available for inspection created, payable in connection with the employment of any of the employees specified in subdivision (ii) above. (v) Premiums and photocopying other charges incurred by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute Landlord with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised the following insurance (listed below) on employees specified in subdivision (ii) above, and on the Building and the Developed Parcel as required by Tenant within ninety Paragraph (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However20), and, if the dispute cannot be resolved within such period, the parties shall request an audit Landlord elects to self insure some or all of the disputed matter from risks as would normally be covered by insurance, an independentamount deemed by Landlord in its reasonable discretion to be equal to the amount which would have been incurred if insurance had been purchased. a fire; extended coverage, certified public accountant selected by both Landlord including windstorm, hail, explosion, riot, rioting attending a strike, civil commotion, aircraft, vehicle and Tenant, whose decision shall be based on generally accepted accounting principles smoke; all risk; flood; and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.earthquake;

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), 5.1 Tenant shall pay to Landlord as additional rent Landlordeach year the amount of Tenant's Share of Operating Costs during each Operating Year of the Lease Term. “Tenant’s Insurance (as defined below) Share” means an amount equal to the product of the Rentable Square Footage of the Premises multiplied by the actual per square foot Operating Costs during the applicable Operating Year of the Lease Term. If the Lease Term begins or ends anytime other than the first or last day of an Operating Year, Operating Costs and Real Property Taxes (collectively known as “Additional Rent”)the Tenant's Share thereof shall be prorated. Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafterOperating Year, Landlord shall furnish to provide Tenant with a written statement setting forth the following: (a) of Landlord's estimate of ▇▇▇▇▇▇Operating Costs and the estimate of Tenant's Additional RentShare (the “Estimated Share”) for the next succeeding Operating Year. Tenant shall pay Landlord, and (b) a calculation concurrently with each payment of the Minimum Monthly Rent for the next Operating Year, an amount equal to one-twelfth (1/12) of Landlord's estimate the amount of ▇▇▇▇▇▇'s Additional Rent (“Monthly the Estimated Rent”)Share. Tenant shall pay to Landlord may revise the Monthly Estimated Rent beginning on Share and adjust the Commencement Date and on the first day of every successive calendar month thereafter required monthly payment accordingly not more than once during the TermOperating Year. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five Within ninety (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6090) days after the end of such calendar yeareach Operating Year, or as soon thereafter as reasonably possible, Landlord shall provide Tenant with a reconciliation statement (“Landlord’s Operating Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of showing Tenant's Share of the actual responsibility Operating Costs for Additional Rent, and the preceding Operating Year (b) the sum of Tenant's Monthly Estimated Rent payments made during the year"Actual Share"). If the amount of Tenant's actual responsibility for Additional Rent Actual Share exceeds the sum of Tenant's Monthly Estimated Rent paymentsShare paid by Tenant during that Operating Year, Tenant shall pay the deficiency to Landlord excess at the time the next succeeding payment of Minimum Monthly Rent is payable (or within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt of such statementif the Lease Term has expired or been terminated). If the sum of Actual Share is less than the Estimated Share paid by Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the apply such excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety due under this Article (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with or refund the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment same to Tenant within thirty (30) daysdays after the expiration or termination of this Lease or credit amounts due from Tenant if the Lease Term has expired or been terminated). If For purposes of this Lease (a) "Operating Costs" means and includes all reasonable out of pocket costs of management, maintenance, repair, and operation of the variance is less than five percent Project, including but not limited to the costs of cleaning, repairs, utilities, air conditioning, heating, plumbing, elevator, parking, landscaping, insurance, property taxes and special assessments, and all other costs which can properly be considered operating expenses, but excluding costs of land or building additions, alterations for tenants, leasing commissions, advertising, depreciation, interest, income taxes, and costs not incurred in the management, maintenance and operation of the Project; and (5b) "Operating Year" means a calendar year beginning January 1 and ending December 31. Tenants with leases expiring or terminating prior to the end of the Operating Year shall be responsible for their portion of Operating Costs based on Landlord's estimate of Operating Costs (but subject to adjustment based on the Actual Share, as provided above). Landlord shall cap annual increases in controllable operating expenses at 3%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing Landlord shall furnish to Tenant, prior to January 31st of each year, Landlord’s estimate of Operating Expenses for the coming year. The estimate shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety-five (95%) percent, whichever is higher. Tenant shall pay to Landlord, on the Commencement Datefirst day of each month as Additional Rent during the Lease Term, for each calendar year an amount equal to one-twelfth (1/12) of the Term (prorated for any calendar year falling partially within the Term)Tenant’s Proportionate Share of Landlord’s estimate of Operating Expenses. Until Landlord shall furnish such estimate to Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior , on the first day of each month, an amount equal to the Commencement Date and at least thirty (30) days prior to Additional Rent payable during the beginning of each calendar year thereafterpreceding month. If there shall be any increase or decrease in Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a written statement setting forth revised estimate and the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)shall be adjusted and paid or refunded, as the case may be. Tenant shall pay to Landlord If the Monthly Estimated calendar year for which such estimate is furnished ends after the termination of this Lease, or begins before the commencement of this Lease, the Additional Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month payable hereunder shall be prorated on a daily basis based on a three to correspond to that portion of the calendar year occurring within the Term of this Lease. Within one hundred sixty-five twenty (365120) day year. For days after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after an Operating Statement showing actual Operating Expenses incurred for the end of such calendar preceding year, adjusted where appropriate to a statement (“Landlordprojected cost as though the Building were 95% occupied for any periods where actual occupancy was less than 95%. if the Operating Statement shows that the sums paid by Tenant exceed Tenant’s Statement”) in reasonable detailProportionate Share of Operating Expenses, including supportive documentation, setting forth (a) Landlord shall promptly either refund to Tenant the amount of Tenant's actual responsibility for such excess or credit the amount thereof against subsequent payments of Additional Rent, ; and (b) if the sum Operating Statement shows that the sums paid by Tenant were less than Tenant’s Proportionate Share of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentssame, Tenant shall pay the amount of such deficiency to Landlord within forty-five ten (4510) days after ▇▇▇▇▇▇'s receipt demand therefor. Failure or delay of such statement. If Landlord to submit the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord written statement referred to herein shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt waive any rights of Landlord’s Statement in accordance with . Notwithstanding the delivery requirements foregoing, the Annual Minimum Rent shall never be decreased below that amount set forth in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit1.1.

Additional Rent. Commencing In addition to Base Rent, commencing on the Rent Commencement Date, for each calendar year Subtenant shall also pay to Sublandlord the Operating Expenses (as that term is defined in Section 9.2 of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined belowMaster Lease) and Real Property Taxes all other costs payable by Sublandlord under the Master Lease that may accrue after the Rent Commencement Date (collectively known as “Additional Rent”). Prior Additional Rent shall also include all amounts paid directly by Sublandlord to parties other than Sublandlord to the extent related to the Premises (e.g. real property taxes assessed against the tenant improvements in the Premises, landscape maintenance, and parking lot maintenance). Sublandlord shall use its commercially reasonable efforts to induce Master Landlord to agree to ▇▇▇▇ Subtenant directly for Additional Rent. If Master Landlord does not agree to ▇▇▇▇ Subtenant directly for Additional Rent, then prior to the Rent Commencement Date Date, and at least then on or before December 1 of each year, Sublandlord shall give Tenant a yearly expense estimate statement which shall set forth Sublandlord’s reasonable estimate of the total amount of Additional Rent for the succeeding calendar year, Subtenant shall pay Additional Rent in equal monthly installments based upon such estimate; provided, that the estimate statement may be reasonably revised and reissued by Sublandlord from time to time. Within 120 days after the end of each calendar year (subject to corresponding delivery to Sublandlord from Master Landlord), Sublandlord shall give to Tenant a statement, which shall indicate the Additional Rent incurred or accrued for such preceding calendar year, and which shall indicate the amount, if any, of any amounts due from Subtenant in excess of the amounts previously paid, or the amount of any refund due. Upon receipt of the statement for each expense year ending during the Term, Tenant shall pay, with its next installment of Base Rent due, but in no event later than thirty (30) days prior after receipt of such statement the full amount of any excess for such expense year. If a refund is due, Sublandlord shall provide such refund at the time it provides the statement. The failure of Sublandlord to timely furnish the beginning statement for any expense year shall not prejudice Sublandlord from enforcing its rights under this Section 3. Even though the Term has expired and Tenant has vacated the Premises, when the final determination is made of each calendar year thereafterthe Additional Rent due from Subtenant for the Term, Landlord Tenant shall immediately pay to Sublandlord any amounts due. Upon request, Sublandlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate Subtenant copies of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s any invoices for items constituting Additional Rent hereunder (“Monthly Estimated Rent”to the extent obtainable from Master Landlord). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on Section 1. In addition to Minimum Rent, as set forth in Article 2, all other payments required to be paid by Tenant under the Commencement Date, for each calendar year provisions of the Term (prorated for any calendar year falling partially within the Term), Tenant this Lease shall pay to Landlord be treated as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”), whether or not the same be designated as such. Prior To the extent Landlord’s lender, Citi Real Estate Funding Inc. (“Lender”) requires that Landlord escrow for Taxes on a monthly basis pursuant to that certain Loan Agreement dated as of the Effective Date by and between Citi Real Estate Funding Inc. (“Lender”) and Landlord (the “Loan Agreement”) entered into in connection with a certain loan from Lender to Landlord (the “Loan”), Tenant and Landlord shall cooperate with each other to satisfy such requirement; the parties agreeing that payment of Taxes for the Real Property is the obligation of Tenant hereunder, pursuant to the Commencement Date and at least thirty (30) days prior terms hereof. Tenant shall pay as Additional Rent under this Lease the monthly reserve amounts required under the Loan Agreement pursuant to the beginning terms of the Loan Agreement for the following accounts as defined in the Loan Agreement: Replacement Reserve Account and Leasing Reserve Account. Tenant shall also pay as Additional Rent amounts required to fund the Operating Expense Account in the event of a Trigger Period, as defined in the Loan Agreement, pursuant to the terms of the Loan Agreement. On the Commencement Date, Tenant shall deposit with Lender funds required to fund the Monthly Insurance Deposit pursuant to the Loan Agreement. Tenant shall provide Landlord with evidence of Tenant’s monthly payment of insurance required hereunder promptly upon Tenant’s payment of same, which evidence may be provided by Landlord to its Lender. Landlord shall provide Tenant with a copy of the fully executed Loan Agreement and shall promptly provide Tenant with any amendments thereto which are relevant to Tenant’s Additional Rent or other obligations under this Lease during the Term of this Lease. Minimum Rent and Additional Rent shall together, for the purposes of this Lease, be defined as “Rent” or “rent”. All payments required to be paid by Tenant under the provisions of this Lease shall bear interest, commencing ten (10) business days after the due date of each calendar year thereafterpayment (or from the date of advancement of funds by Landlord if the funds are payable on demand) and continuing until the date actually paid by Tenant, Landlord shall furnish to Tenant a written statement setting forth at the followinglower of: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and three percent (b3%) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and per annum; or (b) the sum highest rate of Tenant's Monthly Estimated Rent payments made during interest permitted under the year. If laws of the amount State of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency Minnesota to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess be charged to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdelinquent payment.

Additional Rent. Commencing on the Commencement Date, Lessor agrees to pay all Operating Expenses (as defined in Section 10. below) up to a maximum amount of $5.00 per year for each calendar square foot of rentable floor area in the Building (the "Operating Cost Allowance"). In the event the Operating Expenses shall, in any fiscal year of (ending January 31) exceed the Term Operating Cost Allowance (prorated for any calendar partial fiscal year falling partially within at the beginning or end of the Term), Tenant shall Lessee agrees to pay to Landlord Lessor, as additional rent Landlord’s Insurance Additional Rent, Lessee's pro rata share of any such excess (the "Excess Operating Expenses"). Lessee's pro rata share shall be determined by multiplying the Excess Operating Expenses by a fraction, the numerator of which shall be the number of rentable square feet in the Premises, and the denominator of which shall be the rentable square footage in the Building (as defined below) and Real Property Taxes (collectively known as “Additional Rent”set out in Section I above). Prior Within ninety (90) days following the completion of each fiscal year, Lessor will provide to Lessee a statement showing in reasonable detail the Commencement Date Operating Expenses for the preceding fiscal year, the Additional Rent due with regard to Lessee's portion of the Excess Operating Expenses, and at least Lessor's reasonable estimate of Excess Operating Expenses for the then current fiscal year. Lessee shall, on or before thirty (30) days prior to the beginning following receipt of each calendar year thereaftersaid statement, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) Lessor the amount of Tenant's actual responsibility for Additional RentRent due as provided herein, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If less the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five paid in advance (45if any) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds preceding fiscal year. Any overpayment will be credited by Lessor to the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, next rental payment(s) due (or, if this Lease has not expiredno further rentals are or will become due, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement same shall be final and binding upon Landlord and Tenant unless Tenant objects refunded to Landlord’s Statement within ninety (90) days from receiptLessee). Landlord shall keep records showing all expenditures incurred as Lessee agrees to pay Additional Rent each month thereafter, in addition to Base Rent, in an amount necessary to amortize the estimated Excess Operating Expenses for each calendar the then current fiscal year for over a period equal to the lesser of three (3i) years the number of months remaining in the lease Term or (ii) the number of months remaining in the current fiscal year. Notwithstanding that the lease Term has expired or been terminated, Lessee shall remain liable for and agrees to pay to Lessor within 30 days following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with an invoice therefor, its pro-rata portion of Excess Operating Expenses for the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty fiscal year (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.portion

Additional Rent. Commencing on For purposes of this Lease, Tenant's "ADDITIONAL RENT" for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the difference between (i) the Operating Expenses divided by the Net Rentable Area of the Building minus (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated for any calendar year falling partially within Fiscal Year in which the Term)Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional , coincident with Tenant's payment of Base Rent”). Prior , an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as estimated Additional Rent for each calendar the remainder of such year divided by the number of months remaining in such year. From time to time during any Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a period copy of three (3) years following each yearthe estimate or re-estimate to Tenant. Thereafter, and such records the monthly installments of Additional Rent payable by Tenant shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement appropriately adjusted in accordance with the delivery requirements in Section 12.2 and shall be resolved estimation so that, by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independentFiscal Year, certified public accountant selected Tenant shall have paid all of the Additional Rent as estimated by both Landlord Landlord. After the conclusion of each Fiscal Year during the Term, and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on after the parties. If there is a variance termination or expiration of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rentthe Term, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment deliver to Tenant within thirty a statement of actual Additional Rent due by Tenant for the Fiscal Year (30) days. If or, with respect to termination or expiration, the variance is less than five percent (5%), Tenant shall pay the cost of said audit.portion

Additional Rent. Commencing All amounts payable by Tenant under this Lease other than the Base Rent under Section 2.01 shall be deemed “Additional Rent” and the term Rent under this Lease shall mean the Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Commencement Date, Lease Term: (a) The Tenant’s proportionate share of all Real Property Taxes for each calendar year which Tenant is liable under Section 2.06 of the Term Lease; (prorated b) The Tenant’s proportionate share of all utility costs (if utilities are not separately metered and billed directly to Tenant) for any calendar which Tenant is liable under Section 2.07; (c) The Tenant’s proportionate share of all insurance premiums for which Tenant is liable under Section 5.05; (d) The Tenant’s proportionate share of all Outside Area Maintenance (“OAM”) costs for which Tenant is liable under Section 6.03; and (e) The Tenant’s proportionate share of the cost and expense of repairs to the “building systems” of the Building made by the Landlord under Section 4.02(b). For purposes of this Lease, Tenant’s proportionate share of the items described above is 59.34% of the total of such items for the Property. Collectively, the Real Property Taxes, Utility Costs, Insurance Costs, and OAM Expenses (if not paid by Tenant directly) shall be the “Total Operating Costs”. Landlord may adjust its estimates of Total Operating costs no more than two times per fiscal year falling partially within based upon Landlord’s experience and reasonable anticipation of costs. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within 120 days after the start of each fiscal year during the Lease Term), Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. Within 30 days after Tenant’s receipt of such statement, there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall receive the entire amount of Tenant’s share of such costs and expenses for such period. Unless the Lease provides otherwise, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s all Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord then due with the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments next monthly installment of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), 6.1 The Tenant shall further covenants to pay to the Landlord as all other sums required by this Lease to be paid by it and agrees that all accounts payable by the Tenant to the Landlord or to any other party pursuant to the provisions of this Lease shall be deemed to be additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “"Additional Rent”)") whether or not specifically designated in this Lease. Prior to the Commencement Date and at least thirty (30) days prior to the beginning commencement of each calendar year thereafterlease year, the Landlord shall furnish to notify the Tenant a written statement setting forth the following: (a) Landlord's of its reasonable and bona fide estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)for that lease year. The Tenant shall pay to Landlord the Monthly Estimated Rent beginning such estimated amount in equal monthly installments in advance on the Commencement Date same dates stipulated for payment of Rent in Section 5.1. From time to time during a lease year the Landlord may, acting reasonably, re-estimate the amount of the Additional Rent and shall fix monthly installments for the then remaining balance of the lease year so that the Landlord's estimate, original or revised, of additional Rent will have been entirely paid during that lease year. 6.2 Within one hundred and twenty (120) days after the expiration of each lease year, the Landlord shall reconcile and make a final determination of the Landlord’s operating costs based on the first day actual costs incurred therefor by the Landlord and the Landlord shall notify the Tenant of every successive calendar month thereafter during such determination. The Landlord shall provide reasonable details and, if requested by the Term. Monthly Estimated Rent for a period Tenant, copies of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year invoices as to the breakdown and calculation of the Term operating costs incurred by the Landlord. (i) If there has been a shortfall in which the amounts payable by the Tenant is responsible for paying Additional Rentoperating costs for such period, the Tenant shall pay such shortfall to the Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after delivery of the end of such calendar year, a statement (“Landlord’s Statement”notice. (ii) If there has been an overpayment in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved amounts payable by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Tenant for operating costs for such period, the parties Landlord shall request an audit of pay to the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles without interest, the difference between the total amount paid by the Tenant to the Landlord for operating costs for such period and shall be final and binding on the parties. If there is a variance of actual operating costs incurred by the Landlord. (iii) The Tenant agrees to pay Additional Rent to the Landlord for twenty-five percent (525.0%) or more between said decision and of the Landlord's determination actual cost for the whole building unless otherwise specified below. The amount of Tenant's actual responsibility for this Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.estimated as follows:

Additional Rent. Commencing on the Commencement Date, for (a) For each calendar year of the Term (prorated for any or partial calendar year falling partially within during the Termterm hereof (or renewal periods, if any), Tenant shall pay to Landlord Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior , its pro rata share of (i) the Operating Expenses of the Building, and (ii) the Building's proportionate share of the Operating Expenses incurred for the maintenance, repair, and cleaning of areas within the Developed Parcel reasonably related to the Commencement Date operation and enjoyment of the Building, as hereinafter defined. For purposes of this Lease, Tenant's pro rata share of the Operating Expenses is deemed to be fifty-seven and 95/100 percent (57.95%) (b) At the commencement of this Lease, or prior to or at least the commencement of any calendar year during the term hereof, Landlord may deliver to Tenant a written estimate of any Additional Rent (such estimate being hereinafter referred to as "Estimated Operating Expenses") which may be due hereunder during the calendar year in which this Lease commences or for any such succeeding calendar year as the case may be. For each month, Tenant shall pay 1/12 of the amount of the Estimated Operating Expenses for that particular calendar year in addition to the Monthly Base Rent. (c) Statements showing the actual Operating Expenses of the Building and the Building's proportionate share of Operating Expenses incurred for maintenance, repair, and cleaning of areas within the Developed Parcel reasonably related to the operation and enjoyment of the Building and Tenant's proportionate share thereof (hereinafter referred to as "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant within a reasonable period of time after the end of any calendar year in which Estimated Operating Expenses was paid by Tenant or due Landlord under the provisions hereof. Within thirty (30) days prior to after the beginning of each calendar year thereafter, delivery by Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentsuch Statement of Actual Adjustment, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Rent beginning Operating Expenses during said previous calendar year, or Landlord shall credit Tenant the amount by which the Estimated Operating Expenses exceeded the Statement of Actual Adjustment. Notwithstanding the actual operating expenses incurred during the year 1999, and notwithstanding any of the provisions in this Section 8 to the contrary, Landlord agrees that Tenant shall only be required to pay $4.50 per square foot during the first year of this Lease. Landlord further represents and warrants that the Operating Expenses for the Building shall at all times be held to a level which is at least seven (7%) per cent below the BOMA published average annual square foot operating expenses for comparable Class A office buildings in the Central Business District of Cincinnati/Northern Kentucky. In the event operating expenses in any given year exceed such level, Tenant shall not be required to pay any operating expenses in excess of such level. (d) The computations set forth in this Paragraph shall be made on the Commencement Date and a calendar year basis except if this Lease commences on a day other than the first day of every successive a calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated year or terminates on a daily basis based on day other than the last day of a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.in

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall Lessee agrees to pay to Landlord as additional rent Landlord’s Insurance all Operating Expenses (as defined in Section 7 below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to Within 90 days following the Commencement Date and at least thirty (30) days prior to the beginning completion of each calendar year year, Lessor will provide to Lessee a statement showing in reasonable detail the Operating Expenses for the preceding calendar year, the Additional Rent due and Lessor's reasonable estimate of Operating Expenses for the then current calendar year. Lessee shall, on or before 30 days following receipt of said statement, pay to Lessor the amount of Additional Rent due as provided herein, less the amount of Additional Rent paid in advance (if any) during the preceding calendar year. Any overpayment will be credited by Lessor to the next rental payment(s) due or refunded to Lessee upon Lessee's request. Lessee agrees to pay Additional Rent each month thereafter, Landlord in addition to Base Rent, in an amount necessary to amortize the estimated Operating Expenses for the then current calendar year over a period equal to the lesser of (i) the number of months remaining in the Term or (ii) the number of months remaining in the current calendar year. Notwithstanding that the Term has expired or been terminated, Lessee shall furnish remain liable for and agrees to Tenant pay to Lessor within 30 days following receipt of an invoice therefor, its portion of Operating Expenses for the calendar year (or portion thereof) during which the Term expired or was terminated. Lessee shall have the right, at its expense and at a written statement setting forth reasonable time, to audit Lessor's books relevant to the following: (a) Landlord's estimate Additional Rent due under this Section. If an error is found in the amount of ▇▇▇▇▇▇'s Additional Rent in excess of 3%, Lessor will reimburse Lessee for the cost of the audit, not to exceed $1,000.00. Lessee also agrees to pay to Lessor, as Additional Rent, and a management fee (b"Management Fee"). During the calendar year 1996 (ending December 31, 1996) a calculation the Management Fee shall be $20,000 (prorated monthly during the Term as hereinafter provided). Beginning in the second Lease Year the Management Fee shall be increased or decreased by the amount of one-twelfth increase or decrease, if any, in the Consumer Price Index published by the Department of Labor for the Houston Metropolitan Area for all wage earners (1/12or equivalent index chosen by Lessor if said index is no longer published) of Landlord's estimate of ▇▇▇▇▇▇'s for the prior year. Lessee agrees to pay the Management Fee each month, in addition to other Additional Rent (“Monthly Estimated and Base Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter , during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in an amount necessary to amortize the Management Fee for the then current calendar year over a 12 month period. For the calendar year in which Tenant is the Term begins or ends, Lessee shall only be responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end amortized Management Fee for the months of each such calendar year, a statement (“Landlord’s Statement”) year that the Lease is in reasonable detail, including supportive documentation, setting forth (a) force. It is understood and agreed that the amount of Tenant's actual responsibility estimated Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period 1996 will be approximately $4.60 per net rentable square feet of three floor space in the Premises (3with tax abatement) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, Building were in existence for the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfull calendar year 1996.

Additional Rent. Commencing (a) Tenant shall pay as additional rent in any calendar year or partial calendar year during the term hereof, (or renewal period, if any) its pro rata share of operating expenses, as hereinafter defined. Tenant's pro rata share based on the Leased Premises as of the date of execution of this Lease is 50.82%, as may be subsequently adjusted if Tenant exercises its option to increase Leased Premises as set forth in Paragraph 2(c) above. (b) For the purposes of this Lease, Operating Expenses shall be fixed from the Commencement Date through the end of December 2002 at seven dollars and 29/l00ths ($7.29) per square foot. Thereafter, Operating Expenses shall be reconciled and calculated as set forth in Paragraphs 6(c)-(h) below, starting January 1 of the first full calendar year following the Commencement Date, for each calendar year . (c) Prior to or at the commencement of the Term (prorated for any calendar year falling partially during the term hereof, Landlord may deliver to Tenant a written estimate of any Additional Rent (such expense being hereinafter referred to as "Estimated Operating Expense") which may be due hereunder during the calendar year, as the case may be. For each month, Tenant shall pay 1/12 of the amount of the Estimated Operating Expense for that particular calendar year in addition to the Monthly Base Rent. (d) Statements showing the actual Operating Expenses of the Building, Grounds, and Garage and Tenant's proportionate share thereof (hereinafter referred to as "Statement of Adjustment") shall be delivered by Landlord to Tenant within a reasonable period of time (but in no case later than March 31 of any calendar year) after the Term)end of any calendar year in which Estimated Operating Expense was paid by Tenant or due Landlord under the provisions hereof. Within thirty (30) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay to Landlord the amount by which the actual adjustment exceeds the amount paid by Tenant as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to Estimated Operating Expense during said previous calendar year, or Landlord shall credit Tenant the Commencement Date and amount by which the Estimated Operating Expense exceeded the Statement of Adjustment, or if such calculation is made at least thirty (30) days prior to the beginning end of each calendar year thereafterthe Lease term, Landlord shall furnish to Tenant refund such amount. (e) The computations set forth in this Paragraph shall be made on a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) calendar year basis except if this Lease commences on a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on day other than the first day of every successive a calendar month thereafter during year or terminates on a day other than the Termlast day of a calendar year, the computation shall be made for the number of days that this Lease was in effect for such calendar year. Monthly Estimated Rent (i.e. if this Lease was in effect for 60 days, then tenant shall pay 60/365 x Operating Expense for such year.) (f) Subject to the exclusions set forth on Exhibit D, for the purposes of this Lease, Operating Expenses shall mean any and all costs paid or incurred in connection with the operation, management, servicing, maintenance and repair of the Building, Grounds, and Garage determined on a cash basis, which shall include, but not be limited to the following: (i) All real estate taxes, assessments, governmental levies, county taxes or any other governmental charge, participation charges, ordinary or extraordinary, unforeseen as well as foreseen, of any kind or nature whatsoever which are or may be assessed or imposed under the laws of the United States, the state of Kentucky or any political subdivision thereof or by the city of Newport, but excluding income, franchise or excise, tax levied on Landlord to the extent that it is not a substitute in whole or in part for real estate taxes; (ii) Competitive compensation provided in the form of wages, salaries, management fees (which is agreed to be 6% of gross receipts), uniforms and such other compensation and benefits for employees or agents of Landlord performing services in connection with the management, operation, and maintenance of the Building, Grounds and Garage; (iii) Payroll taxes, including federal, state and local unemployment, and social security, and other such taxes, associated with Building employees; (iv) Premiums and other charges incurred by Landlord with respect to the insurance listed below on employees specified in subdivision (ii) above, and on the Building, Garage and Grounds; a. fire; extended coverage, including windstorm, hail explosion, riot, rioting attending a strike, smoke, all risk; flood; and earthquake; b. public liability; c. elevator; d. boiler damage, water damage, legal liability, and pilferage on equipment and materials; e. workmen's compensation for employees; f. health, accident, disability and group life on employees; and g. other insurance which Landlord reasonably deems necessary for a period first class office building or which any mortgagor might require to be carried under the terms of less than one month such mortgage; (v) Costs or premiums, or penalties incurred for electricity, steam, gas, water, sewer, or other utilities or fuels; (vi) Repairs, maintenance, cleaning and janitorial services; (vii) Sales, use and excise taxes of goods and services; (viii) Taxes paid by Landlord on rents collected; (ix) License, permit, inspection and audit fees; (x) Legal fees to the extent of general benefit to all tenants; (xi) Amortization of the cost of capital improvements which will improve Building operating efficiencies or which may be required by governmental authorities, to the extent that the Building meets code in time of original occupancy. It is specifically agreed that Landlord may amortize the cost of furniture and equipment for the physical fitness center; and (xii) Such other expenses and costs of any nature whatsoever, whether or not herein mentioned, which would be construed as an operating expense by Landlord in its reasonable discretion and in accordance with sound real estate accounting practices. (g) All costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant to this Lease shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying deemed Additional Rent, Landlord shall furnish to Tenant by written noticeand, delivered in accordance with Article 22 and within sixty (60) days after the end event of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentnonpayment, Landlord shall pay have all the excess to Tenant at rights and remedies herein provided for in case of nonpayment of rent. (h) In no event will the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Annual Base Rent be reduced below the amount in Paragraph 6 and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects 7 as a result of any adjustments pursuant to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditthis Paragraph.

Additional Rent. Commencing on .1 From and after the Rent Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term)or such earlier date specified in this Lease, Tenant shall pay pay, throughout the Term, to Landlord Landlord, or to others if any sums are required by the terms of this Lease to be paid to anyone other than Landlord, further annual rent for the Premises equal to the aggregate of the following amounts: (a) Each Realty Tax levied or imposed upon or in respect of the Premises and each Realty Tax allocated to the Premises under Part 6 of this Lease, (b) Tenant’s Share of Operating Costs, (c) All amounts payable by Tenant pursuant to the Construction Schedule, (d) All charges for heat, water, gas, electricity or any other Utilities used or consumed in the Premises which are not supplied to Tenant by or through Landlord, (e) All charges for Additional Services, (f) Tenant’s Additional Share of Costs, and (g) Any other amounts payable hereunder as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). . .2 Prior to the Commencement Date and at least thirty (30) days or prior to the beginning of each calendar year Fiscal Period thereafter, Landlord shall furnish compute and deliver to Tenant a written statement setting forth the following: (a) Landlord's bona fide estimate in respect of ▇▇▇▇▇▇'s Additional Rentsuch Fiscal Period of Tenant’s share of Realty Taxes, Tenant’s Share of Operating Costs and (b) a calculation such other items of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). as Landlord may estimate in advance and Tenant shall pay to Landlord in monthly instalments one-twelfth of such estimate simultaneously with Tenant’s payments of Basic Rent, provided that the Monthly Estimated Rent beginning monthly instalments on account of Tenant’s share of Realty Taxes may be determined so that Landlord collects all such amounts payable by Tenant by the Commencement Date and on final due date in the first day of every successive relevant calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year Landlord may from time to time re-estimate any items of Additional Rent and may fix monthly instalments for the then remaining balance of the Term in Fiscal Period so that such items will be entirely paid during such Fiscal Period and Tenant shall change its monthly instalments to conform with the revised estimates. Landlord may also demand immediate payment of any amounts paid or payable by Landlord or otherwise due hereunder which Tenant is responsible for paying are chargeable as Additional Rent, Landlord shall furnish to Tenant by written notice, delivered Rent and have not been collected in accordance with Article 22 and the foregoing. .3 Landlord shall deliver to Tenant within sixty (60) days 12 months after the end of such calendar year, each Fiscal Period a written statement or statements (the “Landlord’s Statement”) setting out in reasonable detaildetail the amount of Operating Costs, including supportive documentationthe Realty Taxes and such other items of Additional Rent as Landlord estimated in advance for such Fiscal Period. If Tenant’s share of Realty Taxes, setting forth (a) Tenant’s Share of Operating Costs and other items of Additional Rent actually paid by Tenant to Landlord during such Fiscal Period differs from the amount of Tenant's actual responsibility for Additional Rent’s share of Realty Taxes, Tenant’s Share of Operating Costs and (b) the sum other items of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentspayable for such Fiscal Period, Tenant shall pay such difference or Landlord shall credit Tenants’ account (as the deficiency to Landlord case may be), without interest within forty-five (45) 10 days after ▇▇▇▇▇▇'s receipt the date of such statementdelivery of the Statement. If the sum Failure of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord to render any Statement shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. prejudice Landlord’s right to render such Statement shall be final thereafter or with respect to any other Fiscal Year. Landlord may render amended or corrected Statements. .4 If Tenant disputes the accuracy of any Statement within the period permitted under Section 5.8.5 of the Lease and binding upon Landlord and Tenant unless Tenant objects fail to Landlord’s Statement settle the matter within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearreasonable period, and such records the matter shall be made available referred by Landlord to an Expert for inspection and photocopying by prompt decision. Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement shall pay in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed chargeStatement until such decision is rendered. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and The Expert’s signed determination shall be final and binding on both Landlord and Tenant. Any adjustment required to any previous payment made by Tenant or Landlord by reason of any such determination shall be made within 14 days thereof, and the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord party required to pay such adjustment shall pay the bear all costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due Expert, except that if the amount to be paid is 20% or pay such overpayment to Tenant within thirty (30) days. If less of the variance is less than five percent (5%)amount in dispute, Tenant shall pay the cost of said auditall costs.

Additional Rent. Commencing Subject to the provisions of Exhibit A, --------------- Tenant covenants and agrees to pay, in addition to the Basic Rent, the Tenant's Prorata Share of Building Operating Expenses. Building Operating Expenses shall be all expenses relating to the Building including, but not limited to, real estate taxes, sales, franchise, business corporation, or any other taxes (except income taxes) based on the Commencement Daterents, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance 's insurance (as defined in paragraph 6.1 and 6.2 below) ), utilities not separately metered to individual tenants, maintenance, repairs, operating supplies, property management, building services, snow removal, landscaping, equipment, materials, labor for management and Real Property Taxes maintenance, resurfacing, repainting and restriping of parking areas, car stops, signage, security lighting and security. Building Operating Expenses will not include monies spend for expenditures of a capital nature (collectively known as “Additional Rent”). Prior except to the Commencement Date and at least thirty (30) days prior extent that such expenses otherwise cause a reduction of the Building Operating Expenses without a reduction of services; in such cases, that part of the capital expense attributable to the beginning of each calendar year thereafter, Landlord under good accounting practices shall furnish to Tenant a written statement setting forth be included in the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”Building Operating Expenses). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying monthly, as Additional Rent, in addition to the Basic Rent, Tenant's Estimated Share of Building Operating Expenses which shall represent Landlord's best estimate of such costs. Exhibit C attached hereto sets forth Landlord's estimate of the Building Operating Expenses for the calendar year in which this Lease commences, but shall in no way limit Tenant's obligation to pay Additional Rent as described above. Annually, or from time to time, after assessing past and estimated operating cost data, the Landlord shall furnish may adjust the monthly operating cost payment provided for herein upward or downward to Tenant by written notice, delivered in accordance with Article 22 and within sixty reflect more accurately anticipated monthly costs. All payments due at least twenty (6020) days after the end revision shall be made at the new rate. As of such the close of each calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay compute the excess to Tenant at actual costs of operating the time Landlord furnishes Building for the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety previous twelve-month period (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility Building has been operating for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)twelve months, Tenant shall pay the cost of said audit.operating the Building for year shall be determined by dividing the actual operating costs by the number of days of actual operating and multiplying by

Additional Rent. Commencing Tenant shall pay, as additional rent, all sums of money required to be paid by Tenant under any of the provisions of this Lease, including but not limited to taxes, insurance and Common Area expenses whether or not the same be designated “additional rent”. In those cases where the payments to be made by Tenant are based on “Tenant’s Proportionate Share,” that term shall mean 44.22%, which is determined by dividing the 84,378 square feet being rented by Tenant by the 199,856 square feet of total rentable space in the Project. In event that there are changes in either the square feet being rented by Tenant or the total rentable space in the Project, Tenant’s Proportionate Share shall be recalculated on the Commencement Datesame basis used above to reflect such changes. If the amounts to be paid by Tenant are not paid at the time provided in this Lease, they shall nevertheless be collectible as additional rent with the next installment of annual base rent thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount or charge at the time the same becomes due and payable hereunder, or limit any other remedy of Landlord. Landlord may estimate Tenant’s share of said costs and expenses, for a period of not more than 12 months in advance, and may collect and impound Tenant’s estimated share in advance on a monthly basis. On or before March 15 of each calendar year year, Landlord shall provide to Tenant a reconciliation of Tenant’s account for the Term (prorated for any calendar year falling partially within twelve month period ending the Term)preceding December 31. Said reconciliation shall set forth in reasonable detail the costs and expenses paid by Landlord, and shall include a computation as to Tenant’s Proportionate Share. In the event Tenant has overpaid its share of said costs and expenses, the excess shall be credited on Tenant’s next succeeding payment of additional rent, and in the event of an underpayment, Tenant shall pay to Landlord as said underpayment within ten days after receipt of the reconciliation. The current estimated monthly charge for additional rent Landlord’s Insurance (as defined below) for the Building 6 Suite and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date Building 5 Suites is $[**] and at least thirty (30) days prior to the beginning of each calendar year thereafter$[**], Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentrespectively, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within adjusted annually or at such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If time as there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay significant change in the costs of said audit any item of additional rent to be paid by Tenant. 4. Section 4.2 of the Lease is hereby amended and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.restated in its entirety as follows:

Additional Rent. Commencing on Tenant shall reimburse to Landlord for the Commencement Datemonth of October, 2008, and thereafter, monthly, beginning November 1, 2009 (Tenant is not responsible for each calendar year Additional Rent during Months 1 through 12 of this Lease) and continuing throughout the Term of the Term Lease, Tenant’s Share (prorated as that term is hereinafter defined) of the following Additional Rent: Common Area Maintenance (CAM) expenses, Real Estate Taxes/Assessments, any not separately metered Utilities as contemplated in Section 3.3 below, and any Miscellaneous Charges or Reimbursements. Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance and invoice in monthly installments (as defined below) and Real Property Taxes (collectively known as “Additional Rent”see Exhibit C). Prior to During the Commencement Date and at least thirty (30) Term of Lease and/or any extension of this Lease, Landlord, within 120 days prior to the beginning of each calendar year thereafterend, Landlord shall furnish will provide to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentactual CAM and Real Estate Taxes/Assessments expenses. If Tenant has underpaid its share of any of these expenses, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay reimburse Landlord as invoiced within ten (10) days after receipt of such invoice. If Tenant has overpaid its share of any of these expenses, Landlord will credit such amount against the most current monthly invoice. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time of occupancy for such year. Upon prior written notice to Landlord Landlord, Tenant shall have the Monthly Estimated Rent beginning on opportunity to audit the Commencement Date actual CAM and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent Real Estate Taxes/Assessments expenses statement for a period of less than one month shall 90 days after receipt of said statement. Tenant waives its right to audit the actual CAM and Real Estate Taxes/Assessments expenses if Tenant fails to exercise such right during said 90 day period. Tenant’s Share of all Additional Rent will be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year determined by using 3,593 square feet as the square footage of the Term in Demised Premises, which Tenant is responsible for paying Additional Rentincludes Tenant’s proportionate share of any rooms considered common areas to the Building, Landlord shall furnish divided by the total square footage of the Building to Tenant by written noticeobtain an annual cost per square foot. Landlord, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expiredits election, may credit the excess toward the payments invoice for reimbursement(s) of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred any Utility usage as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements contemplated in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit3.3 below.

Additional Rent. Commencing on the Commencement Date, for each calendar year of Throughout the Term (prorated for any calendar year falling partially within the Term)of this Lease, Tenant shall pay pay, as additional rent, to Landlord as additional rent LandlordTenant’s Insurance Proportionate Share of the Operating Expenses (as defined below) and Real Property Taxes in Section 4.3), plus any additional sums due pursuant to Section 6.1 (collectively known as “Additional Rent”), in equal monthly installments, payable with each installment of Base Rent. Prior to Tenant’s Proportionate Share of the Commencement Date Operating Expenses shall be based on Landlord’s reasonable and at least thirty (30) days prior to good faith estimate of the beginning of each Operating Expenses due from Tenant for the current calendar year thereafterof the Term, Landlord in relation to Tenant’s Proportionate Share (“Estimated Operating Expenses”). For partial calendar years in the Term, Tenant shall furnish pay Additional Rent equal to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly the annual Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar Operating Expenses for each month thereafter during the Term. Monthly Estimated Rent Commencing on January 1, 2024, Tenant’s liability for a period of less Operating Expenses shall not increase by more than one month shall be prorated four percent (4%) annually on a daily basis based on a three hundred sixty-five noncumulative basis, exclusive of increases attributable to Taxes (365) day yearas hereinafter defined), utilities, insurance, snow removal costs, association dues, and any other expenses that Landlord has no reasonable ability to control. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within Within sixty (60) days after the end of such each calendar yearyear in the Term, Landlord shall furnish to Tenant a statement (“showing in reasonable detail the determination of Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) true and actual Operating Expenses for the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the preceding calendar year. If the amount of actual Operating Expenses payable by the Tenant for any calendar year exceed the Estimated Operating Expenses paid by ▇▇▇▇▇▇, then Tenant shall, subject to a right to review Landlord’s books and records and/or Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments’s right to conduct an audit, Tenant shall as specified below, pay the deficiency to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s ’s receipt of Landlord’s statement of Operating Expenses due from Tenant, the difference between: (a) Tenant’s Proportionate Share of the actual Operating Expenses for such statement. If calendar year; and (b) the total sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and Operating Expenses paid by ▇▇▇▇▇▇'s Monthly ▇ during such calendar year. If, however, the actual Operating Expenses payable by Tenant for any calendar year are less than the Estimated Rent next falling due. Operating Expenses paid by Tenant during such calendar year, then Landlord shall pay to Tenant, upon delivery to Tenant of the Landlord’s Statement shall be final statement of the actual Operating Expenses, the difference between: (y) the total sum of Estimated Operating Expenses paid by Tenant during such calendar year; and binding upon (z) the actual amount of Operating Expenses payable by Tenant during such calendar year. Failure of Landlord and to timely provide an annual reconciliation notice of underpayment or overpayment by Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as of its Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt obligation will not waive any of Landlord’s Statement rights to collect such payments or Tenant’s obligations hereunder, but will extend each party’s rights until the date notice is given; provided, however, that in accordance with no event shall Landlord retroactively include items in Operating Expenses for a certain calendar year following the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit expiration of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on thirty-sixth (36th) month after the parties. If there is a variance expiration of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditcalendar year.

Additional Rent. Commencing As used herein, the term “Additional Rent” means all sums other than Base Rent payable by Tenant to Landlord under this Lease, including, without limitation, Tenant’s Operating Expense Payment, late charges, overtime or excess service charges, damages, interest and other costs related to Tenant’s failure to perform any of its obligations under this Lease. Tenant shall have a base year (“Base Year”) of 2017. With respect to each calendar year (or portion thereof) after the Base Year, Tenant shall pay, as Additional Rent for each such year, Tenant’s pro rata share of Operating Expenses incurred with respect to such year as and when specified below based upon the Project being 95% occupied and fully assessed for real estate taxes (“Tenant’s Operating Expense Payment”). With respect to each such year after the Base Year, it is understood and agreed that Tenant shall initially pay to Landlord an estimate of Tenant’s Operating Expense Payment in the manner set forth below. Said estimate shall be adjusted, as necessary, based on the Commencement Date, for preceding year’s Operating Expenses. In the first quarter of each calendar year of the Term of this Lease (prorated for any calendar year falling partially within the Termor as soon thereafter as is practicable), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth determine the following: (a) total Operating Expenses for the preceding calendar year, on the basis of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent’s actual Operating Expenses for the preceding year, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s calculate Tenant’s pro rata share thereof and apply the estimated payments previously made by Tenant for such period. If the actual Operating Expenses for the preceding year exceed the estimated amounts, Landlord shall invoice Tenant for such excess, which shall be considered Additional Rent due hereunder. Tenant’s pro rata share means the percentage determined by dividing the then-current rentable square footage of the Premises (“Monthly Estimated Rent”the numerator) by the rentable square footage of the Building (16,974) (the denominator), and expressing the resulting fraction as a percentage. For example, the estimated Operating Expenses for calendar year 2018 would be based on the Landlord’s actual Operating Expenses for 2017 (January-December). Tenant The estimated Tenant’s Operating Expense Payment for each year shall pay be payable to Landlord the Monthly Estimated Rent beginning in twelve equal monthly installments, due and payable on the Commencement Date and on or before the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day yeareach month. For each calendar year the purposes of this Lease, the term “Operating Expenses” shall mean all expenses and disbursements of every kind which Landlord incurs, pays or becomes obligated to pay in connection with the ownership, operation and maintenance of the Term in which Tenant is responsible for paying Additional RentProject, Landlord shall furnish to Tenant by written noticeincluding, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has but not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such periodlimited to, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.following:

Additional Rent. Commencing As used in Paragraph 10.4.2, the term monthly rentals means any amounts of base rent or minimum rent due and payable on a monthly basis under a Tenant Lease. With respect to any other amounts due under Tenant Leases, whether due on a monthly, quarterly, semi-annual or annual basis, including, without limitation, common area maintenance charges, the Commencement Datetenant's pro rata share of ad valorem taxes and assessments, for each calendar year the tenant's pro rata share of the Term insurance premiums, and similar charges (prorated for any calendar year falling partially within the Termcollectively, "Additional Rents"), Tenant such amounts shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior be prorated at Closing only to the Commencement extent actually collected from such tenants on or before such date. Purchaser shall use commercially reasonable efforts to collect all Additional Rents as and when they become due and payable. Upon receipt of any Additional Rents, the amount received by Purchaser shall be prorated between Seller and Purchaser in proportion to the amount due Purchaser for the period from and after the Date of Closing and at least thirty (30) days the amount to Seller prior to the beginning Date of each Closing. The foregoing provision regarding post-closing collection and allocation of Additional Rents shall survive for twelve (12) months after the Closing. If, as of the Closing Date, Seller owes any tenant a rebate or credit ("Tenant Credits") because of any overpayment by such tenant of Additional Rents, Purchaser shall receive a credit against the Purchase Price at Closing equal to the Tenant Credits. If, after Closing but prior to March 31, 2020, it is determined that any tenants are entitled to a Tenant Credit for the calendar year thereafter, Landlord shall furnish in which the Closing occurs due to Tenant a written statement setting forth the following: (a) Landlord's estimate any overpayment of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)by such tenant prior to Closing, Seller shall reimburse Purchaser for Seller's pro rata share of such Tenant Credit. If Purchaser shall fail to request a payment related to any such Tenant Credits for any reason prior to June 30, 2020, by providing written notice to Seller of same, Seller shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall not be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish any amounts to Purchaser related to any such Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditCredits.

Additional Rent. Commencing on the Commencement Date, for each calendar year Paragraph 3(c) of the Term (prorated for any calendar year falling partially within Lease shall be deleted from the Term), Lease as of the Renewal Date and replaced as follows: ​ Tenant shall pay to Landlord pay, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”), prorated for that part of the Lease Term within the applicable calendar year, Tenant’s Percentage Share, as such term is defined in Section 3(d)(iv) below, of the total amount of (i) the annual Operating Expenses, as such term is defined in Section 3(d)(i); provided, however, except for each full calendar year of the Lease Term, Tenant’s Percentage Share of Operating Expenses (excluding Non-Controllable Expenses, as defined in Section 3(d)(ii) below) shall not be greater than one hundred three percent (103%) of Tenant’s Percentage Share of Operating Expenses (excluding Non-Controllable Expenses) for the prior calendar year, and (ii) the Taxes, as such term is defined in section 3(d)(iii), for the Building. Prior On or before March 31 following a year for which Additional Rent is payable hereunder, Landlord shall use its best efforts to provide Tenant with the Commencement Date amount of the actual Additional Rent for the previous year (the “Additional Rent Breakdown”), and at least a reasonable breakdown of the items included therein, together with an invoice for any underpayments of Additional Rent, which must be paid by Tenant within thirty (30) days prior following receipt of such invoice, or to be included with the next monthly payment of Rent, (whichever shall occur first), or a check to Tenant to reimburse Tenant for any overpayment of Additional Rent. Tenant may, at Tenant’s cost and expense and never more than once in any twelve (12) month period, have the right to audit the Building’s operating expenses provided ▇▇▇▇▇▇ gives written notice to Landlord within twelve (12) months of receiving the last Additional Rent Breakdown. Any audit by Tenant shall be limited to the beginning previous twelve (12) months from the date Tenant provides Landlord with written notice of each calendar year thereafter, Landlord its election to audit. Tenant shall furnish be entitled to Tenant a written statement setting forth the following: (a) Landlord's estimate of reimbursement only if ▇▇▇▇▇▇'s Additional Rent, and ’s audit indicates that the Building’s operating expenses were overstated by more than three percent (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”3%). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.​

Additional Rent. Commencing on In addition to the Commencement DateBase Rent to be paid in accordance with Section 3.1 above, for each calendar year during the Term of this Sublease, Subtenant, as “Additional Rent,” shall pay Tenant’s Share of Building Direct Expenses (as such terms are defined in the Master Lease) that are in excess of the Term (prorated for any calendar year falling partially within amount of Building Direct Expenses applicable to the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance Base Year (as defined below); provided, however, that in no event shall any decrease in Building Direct Expenses for any Expense Year (as defined in the Master Lease) and Real Property Taxes below Building Direct Expenses for the Base Year (collectively known as defined in this Sublease) entitle Subtenant to any decrease in Base Rent or any credit against sums due under this Sublease. For purposes of this Sublease, the “Additional Rent”). Prior to Base Year” shall be the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord 2010. Sublandlord shall furnish give Subtenant written notice of the estimated amount of Additional Rent per month payable pursuant to Tenant a written statement setting forth the following: (a) this Section 3.2 promptly following Sublandlord’s receipt from time to time of Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional Rentsuch amounts payable under the Master Lease. Provided that Sublandlord has delivered to Subtenant written notice of such estimated monthly amount, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on or before the first day of every successive calendar each month thereafter during the Term, commencing on January 1, 2011, Subtenant shall pay to Sublandlord such estimated monthly amount as Additional Rent. Monthly Estimated Such estimated payments of Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of reconciled from time to time with the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement amounts thereof due in accordance with the delivery requirements terms and procedures specified in Section 12.2 and the Master Lease. Any statements of estimated or actual amounts of Additional Rent given by Sublandlord to Subtenant hereunder shall be resolved accompanied by copies of any relevant supporting documentation that Sublandlord received from Landlord with respect thereto, and Sublandlord shall also provide Subtenant with a copy of Landlord’s statement of the parties through consultation Building Direct Expenses for the Base Year (as defined in good faith this Sublease) within sixty ten (6010) days of written notice of disputed chargeafter Sublandlord receives such statement. However, if Additional Rent for any partial month during the dispute cannot Term shall be resolved within such periodprorated by multiplying the monthly Additional Rent by a fraction, the parties shall request an audit numerator of which is the number of days of the disputed matter from an independent, certified public accountant selected by both Landlord partial calendar month included in the Term and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there denominator of which is a variance the total number of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay days in the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfull calendar month.

Additional Rent. Commencing In addition to Yearly Rent, Tenant covenants and agrees to pay to Lessor for that portion of calendar year 2001, commencing on the Commencement DateJanuary l, 2002, and for each calendar year thereafter during the Lease term, a sum equal to the amount by which Taxes and Operating Expenses per rentable square foot of the Term building (prorated Taxes and Operating Expenses divided by 662,845) for any such calendar year falling partially within exceed the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance actual Taxes and Operating Expenses per square foot for calendar year 2001 (as defined belowBase Cost) and Real Property Taxes multiplied by the rentable square feet of the premises (collectively known as “"Additional Rent”"). Prior to the Commencement Date January l, 2002, and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month January l thereafter during the TermLease term, Lessor shall notify Tenant in writing of the estimated Additional Rent to be paid by Tenant during the forthcoming calendar year. Monthly Estimated Notwithstanding the foregoing, Lessor shall use its best efforts to inform Tenant of the estimated Additional Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each the subsequent calendar year before December l5, of each year during the lease term. Unless the area of the Term in which Tenant premises changes during such calendar year or this Lease expires or is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after terminated before the end of such calendar year, Tenant shall pay the estimated Additional Rent for such calendar year in twelve (l2) equal monthly installments on the first day of January and the first day of each month thereafter during the calendar year. Additional Rent for any fraction of a statement calendar year falling within the Lease term shall be prorated on the basis of the number of days of the Lease term within the calendar year compared to 365. Monthly installments of Additional Rent for any such fraction of a calendar year shall be determined as if the entire calendar year were included in the Lease Term, but shall be paid only on the first day of the months within the Lease term, subject to proration for fractional months. After the end of each calendar year, any part of which is included in the Lease term, beginning with calendar year 2001, Lessor shall notify Tenant in writing of Lessor's determination of the actual Additional Rent payable by Tenant during such completed calendar year. Within sixty (“Landlord’s Statement”60) in reasonable detaildays after Lessor's notice to Tenant, including supportive documentation, setting forth (a) if the amount of Tenant's estimated Additional Rent paid by Tenant is less than the actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statementLessor. If the sum estimated Additional Rent is in excess of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and applied to any rent due or next coming due under this Lease. Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter entitled to any credit or payment from an independent, certified public accountant selected by both Landlord Lessor if Taxes and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is Operating Expenses are less than five percent (5%), Tenant shall pay the cost of said audit.Base Cost for any calendar year. Holding Over

Additional Rent. Commencing As used in this Lease Agreement, the term "Operating Year" shall mean a twelve month period beginning on the Commencement Date, for each calendar year January 1 and ending on December 31 of the Term (prorated for same calendar year. If in any calendar year falling partially Operating Year which falls in whole or in part within the Term)term of this Lease Agreement (or renewal periods, if any) the Operating Expenses as hereinafter defined per rentable square foot of the Building should exceed $5.95 per rentable square foot of area therein, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (for that Operating Year or for that part of the Operating Year falling within the term of this Lease Agreement. Operating Expenses per rentable square foot shall be determined by dividing Operating Expenses by the total rentable area of the Building as set forth in Exhibit 1 hereto. The excess of Operating Expenses rentable per square foot over $5.95 shall be defined below) and Real Property Taxes (collectively known as “the Operating Expense Differential. Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). rent payable by Tenant shall pay to Landlord be the Monthly Estimated Rent beginning on Operating Expense Differential times the Commencement Date and on the first day number of every successive calendar month thereafter during the Termrentable square feet leased under this Lease Agreement as set forth in Paragraph 1 of this Lease Agreement. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional RentProvided, Landlord shall furnish to Tenant by written noticehowever, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant operating expenses will be capped at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision increase annually based upon the 1998 base year of $5.95 per square foot during the initial and Landlord's determination any renewal term. It is provided however, that additional rent for any Operating Year which does not fall entirely within the term of Tenant's actual responsibility this Lease Agreement shall be the amount of additional rent computed for Additional Rentthat entire Operating Year multiplied by the fraction created by dividing the number of days in the Operating Year which fall within the term of this Lease Agreement by 365. Also provided, however, that if the expenses are less than $5.95 per square foot, Landlord shall will credit that amount against future rental payments if any, or if not, Landlord will pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant the adjustment in cash, within thirty (30) days. If At the variance is less than five percent commencement of this Lease Agreement and at or prior to the commencement of any Operating Year during the term hereof, Landlord may deliver to Tenant a written estimate of any additional rent (5%)such expense being hereinafter referred to as "Estimated Operating Expense Differential") which may be due hereunder during the year in which this Lease Agreement commences or for any such succeeding year as the case may be, whereupon the monthly rental for such full or partial Operating Year shall be increased by 1/12th of the amount of the Estimated Operating Expense Differential for the particular year. Statements showing the actual total of Operating Expenses of the Building and Tenant's proportionate share thereof (hereinafter referred to as "Statement of Actual Adjustment") shall be delivered by Landlord to Tenant within a reasonable period of time after the end of any Operating Year in which Estimated Operating Expenses Differential was paid by Tenant or due Landlord under the provisions hereof. Within thirty (30) days after the delivery by Landlord to Tenant of such Statement of Actual Adjustment, Tenant shall pay to Landlord the cost amount by which the actual adjustment exceeds the amount paid by Tenant as Estimated Operating Differential during said previous Operating Year, subject in any event to a five (5%) percent increase cap or Landlord shall credit Tenant the amount by which the Estimated Operating Expense Differential exceeded the Statement of said auditActual Adjustment.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as "ADDITIONAL RENT" for each calendar year or portion thereof during the Term Tenant's Share of the Term amount (prorated if any) by which the sum of Operating Costs and Taxes for any such year exceed the sum of Base Operating Costs and Base Taxes. (2) As soon as reasonably practicable, but within one hundred eighty (180) days, after the end of the first calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to in which the Commencement Date occurs and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) year, and the total payments made by Tenant with respect thereto, together with a copy of reasonable substantiating documentation. Unless Tenant raises any objections to Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receiptafter receipt of the same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of Additional Rent based thereon. If Tenant objects to such statement, Landlord shall keep records showing all expenditures incurred as Additional Rent provide Tenant with reasonable verification of the figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord's statement and resolution of any dispute shall not postpone the time for each calendar year for payment of any undisputed amounts due Tenant or Landlord based on Landlord's statement, nor shall any failure of Landlord to deliver Landlord's statement in a period timely manner relieve Tenant of three Tenant's obligation to pay any amounts due Landlord based on Landlord's statement. (3) years following each year, and such records shall be If Tenant's Additional Rent as finally determined for the year exceeds the total payments made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by on account thereof, Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay Landlord the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant deficiency within thirty (30) daysdays of Tenant's receipt of Landlord's statement in the following manner: the entire sum of the unpaid Additional Rent for the prior year immediately preceding issuance of the Landlord's statement and on a prorated basis, for the previous months in the then current year. Thereafter, Tenant will pay the Additional Rent on a monthly basis which reflects the most recent year's increases in Operating Costs and Taxes, subject to adjustment at the end of the year. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary significantly from the prior year's adjustment, then Landlord may, by notice to Tenant, revise the adjustment for such year provided, however with respect to changes in Operating Costs during such year for which Landlord desires to revise its estimate for the then current Lease Year, Landlord may change its estimate thereof and so revise the adjustment only once during such year (and Additional Rent shall thereafter be payable based on the revised estimate); provided further, however, that nothing in the foregoing shall relieve or release Tenant from its obligation to pay all Additional Rent which may be owed by Tenant for such year as same may be billed and reconciled as provided in this Section 3.2 (b). If the variance is less than five percent (5%)total payments made by Tenant on account thereof exceed Tenant's Additional Rent as finally determined for the year, Tenant's excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant's Share of the increases in Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the cost case may be, within thirty (30) days after Tenant's receipt of said auditLandlord's final statement for the calendar year in which this Lease terminates, the difference between Tenant's Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant's Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term.

Additional Rent. Commencing As used in this Article XL, ‘Operating Expenses’ shall equal the amount by which Operating Expenses incurred during each calendar year exceed the Operating Expenses incurred during calendar year 2005 and ‘Real Estate Taxes’ shall equal the amount by which Real Estate Taxes incurred during each calendar year exceed the Real Estate Taxes incurred during calendar year 2005. In addition to Tenant’s proportionate share of increases in Operating Expenses and Real Estate Taxes payable with respect to the Premises pursuant to Sections 3.4 and 3.5 hereof, commencing on the first anniversary of the Expansion Space Commencement Date, and for each calendar year of the Term (prorated for any calendar year falling partially within the Expansion Space Term), Tenant shall pay to Landlord Landlord, as additional rent Landlordrent, ‘Tenant’s Insurance (as defined below) proportionate share of increased Operating Expenses for the Expansion Space’ and ‘Tenant’s proportionate share of increased Real Property Estate Taxes (collectively known as “Additional Rent”)for the Expansion Space’ for the calendar year. Prior to ‘Tenant’s proportionate share of increased Operating Expenses for the Commencement Date Expansion Space’ shall be that percentage of increased Operating Expenses which is the equivalent of the number of square feet of rentable area in the Expansion Space divided by the number of square feet of rentable area in the Building, and at least thirty (30) days prior to ‘Tenant’s proportionate share of increased Real Estate Taxes for the beginning Expansion Space’ shall be that percentage of each increased Real Estate Taxes which is the equivalent of the number of square feet of rentable area in the Expansion Space divided by the number of square feet of rentable area in the Building; provided, however, that for the calendar year thereafterduring which the Expansion Space Term ends, Landlord shall furnish to Tenant a written statement setting forth Tenant’s proportionate share of increased Operating Expenses for the following: (a) Landlord's estimate Expansion Space and Tenant’s proportionate share of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord increased Real Estate Taxes for the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Expansion Space shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year upon the greater of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount number of Tenant's actual responsibility for Additional Rentdays during such calendar year that this Lease is in effect, and or (b) the sum number of Tenant's Monthly Estimated Rent payments made during days that Tenant actually occupies the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) Expansion Space or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditportion thereof.

Additional Rent. Commencing on the Commencement Date, for Tenant shall pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of the “Operating Expenses” pursuant to the terms set forth herein. (a) Prior to the Commencement Date, and thereafter within one hundred twenty (120) days (or as soon thereafter as possible) following the end of each calendar year included in whole or in part in the Lease Term, Landlord shall deliver to Tenant Landlord’s good faith estimate of the Term (prorated Operating Expenses for any calendar the current year falling partially within of the Lease Term). Following receipt of Landlord’s estimate, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive each calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying thereafter, as Additional Rent, Landlord shall furnish an amount equal to Tenant by written notice1/12th of Tenant’s Proportionate Share applicable thereto of the amount shown in Landlord’s estimate. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), delivered in accordance with Article 22 and within sixty 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. (60b) Within one hundred twenty (120) days after the end of such each calendar yearyear or portion thereof included in the Lease Term, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility Operating Expenses for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the immediately preceding calendar year. If the total estimated amount paid for Operating Expenses by Tenant for such preceding calendar year or portion thereof during the Term exceeds the actual amount due therefor as shown on Landlord’s statement, the excess shall be credited against the monthly installment of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five next due (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment refunded to Tenant within thirty (30) daysdays if the Lease Term has expired). If the variance total estimated amount paid by Tenant for any preceding year or portion thereof during the Lease Term is less than five percent (5%)the actual amount due therefor as shown on Landlord’s statement, then Tenant shall pay the cost difference to Landlord within thirty (3 0) days after receipt of said such statement from Landlord. Tenant’s and Landlord’s rights and obligations under this Section 3.2 with respect to the last calendar year, or portion thereof, included in the Lease Term shall survive the expiration or sooner termination of this Lease. For purposes of calculating Tenant’s Proportionate Share of Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date, and the last year, which shall end on the expiration of this Lease. From time to time Landlord may reasonably re-estimate the Operating Expenses to be due by Tenant and deliver a copy of the re-estimate to Tenant. Thereafter, the monthly installments of Operating Expenses shall be appropriately adjusted in accordance with the new estimations so that, by the end of the calendar year in question, Tenant shall have paid all of the Operating Expenses for such calendar year as reasonably estimated by Landlord. (c) Provided that Tenant shall have first paid all amounts due and payable by Tenant pursuant to this Section 3.2, within ninety (90) days after receiving Landlord’s statement of actual Operating Expenses for a particular calendar year, Tenant shall have the right to provide Landlord with written notice (the “Review Notice”) of its intent to audit Landlord’s books and records relating to the Operating Expenses for such calendar year. Within ten (10) business days after receipt of a timely Review Notice, Landlord shall make such books and records available to Tenant or Tenant’s agent for its audit at either Landlord’s office or at the Property, provided that if Tenant retains an agent to audit Landlord’s books and records for any calendar year, such agent must be a certified public accountant licensed to do business in the state in which the Property is located and must not be compensated on a contingent fee basis. Tenant shall be solely responsible for any and all costs, expenses and fees incurred by Tenant or Tenant’s agent in connection with such audit. If Tenant elects to audit Landlord’s books and records, within thirty (30) days after such books and records are made available to Tenant, Tenant shall have the right to give Landlord written notice stating in reasonable detail any objection to Landlord’s statement of actual Operating Expenses for such calendar year. If Tenant fails to give Landlord written notice of objection within such ninety (90) day period or fails to provide Landlord with a Review Notice within the thirty (30) day period provided above, Tenant shall be deemed to have approved Landlord’s statement of Operating Expenses in all respects and shall thereafter be barred from raising any claims with respect thereto. Upon Landlord’s receipt of a timely objection notice from Tenant, Landlord and Tenant shall work together in good faith to resolve the discrepancy between Landlord’s statement and Tenant’s CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Additional Rent. Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated amount (per each rentable square foot in the Premises) (“Additional Rent”) by which the annual Operating Costs (defined below) per rentable square foot in the Project for each year of the Term exceed the annual Operating Costs per rentable square foot in the Project for calendar year 2019 (the “Base Year”). Landlord may make a good faith estimate of the Additional Rent beginning on the Commencement Date and on the first day of every successive to be due by Tenant for any calendar month thereafter year or part thereof during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For During each calendar year or partial calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end first (1st) anniversary of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsCommencement Date, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt Landlord, in advance concurrently with each monthly installment of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Base Rent, Landlord shall pay an amount equal to the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as estimated Additional Rent for each such calendar year for or part thereof divided by the number of months therein. From time to time (but no more frequently than twice in any calendar year), Landlord may estimate and re-estimate the Additional Rent to be due by Tenant and deliver a period copy of three (3) years following each yearthe estimate or re-estimate to Tenant. Thereafter, and such records the monthly installments of Additional Rent payable by Tenant shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement appropriately adjusted in accordance with the delivery requirements in Section 12.2 and shall be resolved estimations so that, by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit end of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)calendar year in question, Tenant shall pay have paid all of the cost Additional Rent as estimated by Landlord. Any amounts paid based on such an estimate shall be subject to adjustment as herein provided when actual Operating Costs are available for each calendar year. Operating Costs for the Base Year, for the purpose of said auditcomparisons of the Base Year with subsequent years only, shall be calculated so as to not include market-wide labor-rate increases due to extraordinary circumstances, including boycotts and strikes; utility rate increases due to extraordinary circumstances, including conservation surcharges, boycotts, embargos or other shortages; or amortized costs relating to capital improvements.

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated for any calendar year falling partially within x) the Term)amount of Operating Costs, Tenant shall pay to Landlord as additional rent Landlord’s Insurance and (as defined belowy) and Real Property Taxes the amount of Taxes. (collectively known as “Additional Rent”). 2) Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to notify Tenant a written statement setting forth the following: (a) of Landlord's ’s estimate of ▇▇▇▇▇▇'s Additional RentOperating Costs, Taxes and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Tenant’s Additional Rent for the following calendar year (“Monthly Estimated Rent”or first partial year following the Commencement Date). Tenant shall pay to Landlord the Monthly Estimated Rent beginning Commencing on the Commencement Date Date, and in subsequent calendar years, on the first day of January of each calendar year and continuing on the first day of every successive calendar month thereafter during in such year, Tenant shall pay to Landlord one-twelfth (1/12th) of the TermAdditional Rent, as reasonably estimated by Landlord for such full calendar year. Monthly Estimated If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent for a period of less than one month shall thereafter be prorated on a daily basis payable based on a three hundred sixty-five the revised estimate). (3653) day year. For As soon as reasonably practicable after the end of each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish Tenant a statement with respect to such year, showing Operating Costs, Taxes and Additional Rent for the year, and the total payments made by Tenant by written notice, delivered in accordance with Article 22 and respect thereto. Unless Tenant raises any objections to Landlord’s statement within sixty one hundred twenty (60120) days after receipt of the end same, such statement shall conclusively be deemed correct and Tenant shall have no right thereafter to dispute such statement or any item therein or the computation of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearbased thereon. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency does object to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, then Landlord shall pay provide Tenant with reasonable verification of the excess figures shown on the statement and the parties shall negotiate in good faith to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal officeresolve any disputes. Any dispute with respect objection of Tenant to L▇▇▇▇▇▇▇’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver L▇'s calculations ▇▇▇▇▇▇’s statement in a timely manner relieve Tenant of Tenant's actual responsibility for ’s obligation to pay any amounts due Landlord based on Landlord’s statement. (4) If Tenant’s Additional Rent must be raised as finally determined for any calendar year exceeds the total payments made by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. Howeveron account thereof, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord Tenant shall pay Landlord the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant deficiency within thirty (30) daysdays of Tenant’s receipt of Landlord’s statement. If the variance total payments made by Tenant on account thereof exceed T▇▇▇▇▇’s Additional Rent as finally determined for such year, T▇▇▇▇▇’s excess payment shall be credited toward the rent next due from Tenant under this Lease or, if the Term has expired or this Lease is less than five percent (5%)terminated earlier, then as set forth below. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 360-day year by computing T▇▇▇▇▇’s Share of the Operating Costs and Taxes for the entire year and then prorating such amount for the number of days during such year included in the Term. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration or termination of this Lease. Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the cost case may be, within thirty (30) days after T▇▇▇▇▇’s receipt of said auditLandlord’s final statement for the calendar year in which this Lease terminates, the difference between T▇▇▇▇▇’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof. However, if Landlord fails to furnish Tenant a statement of the actual Operating Costs for a given calendar year within twenty-four (24) months after expiration of the calendar year during which the Term expires (as the same may be extended) and such failure continues for an additional thirty (30) days after Landlord’s receipt of a written request from Tenant that such statement of the actual Operating Costs is furnished, Landlord shall be deemed to have waived any rights to recover any underpayment of Operating Costs from Tenant (except to the extent such underpayment is attributable to a default by Tenant in its obligation to make estimated payments of Operating Costs); provided that such twenty-four (24) month time limit shall in no event apply to Taxes. Further, in no event shall the foregoing provision describing the time period during which Landlord is to deliver the statement of actual costs in any manner limit or otherwise prejudice Landlord’s right to modify such statement of actual costs after such time period if new, additional or different information relating to such statement of actual costs is discovered or otherwise determined. If for any reason Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Project being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, Taxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. As of the date of this Lease, no such exemption is applicable to the Project.

Additional Rent. Commencing on For purposes of this Lease, Tenant’s “Additional Rent” for any Fiscal Year (or portion thereof) shall mean the product of (a) Net Rentable Area of the Premises multiplied by (b) the difference between (1) the Operating Expenses divided by the Net Rentable Area of the Building minus (ii) the Expense Stop, all as applicable for the period in question. By the Commencement Date, Landlord shall estimate the Additional Rent to be due by Tenant for each calendar year the balance of the Term (prorated Fiscal Year in which the Commencement Date occurs. Thereafter, unless Landlord delivers to Tenant a revision of the estimated Additional Rent, Tenant shall pay to Landlord, coincident with Tenant’s payment of Base Rent, an amount equal to the estimated Additional Rent for the remainder of such year divided by the number of months remaining in such year. From time to time during any calendar year falling partially within Fiscal Year, Landlord may estimate and re-estimate the Additional Rent to be due by Tenant for that Fiscal Year and deliver a copy of the estimate or re-estimate to Tenant. Thereafter, the monthly installments of Additional Rent payable by Tenant shall be appropriately adjusted in accordance with the estimation so that, by the end of the Fiscal Year, Tenant shall have paid all of the Additional Rent as estimated by Landlord. After the conclusion of each Fiscal Year during the Term), and after the termination or expiration of the Term, Landlord shall deliver to Tenant a statement of actual Additional Rent due by Tenant for the Fiscal Year (or, with respect to termination or expiration, the portion of the Fiscal Year) just ended. Within 30 days thereafter, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, or Landlord shall furnish to Tenant a written statement setting forth credit against the following: (a) Landlord's estimate next installment of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent due by Tenant (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, or Landlord shall furnish refund to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within Term has expired and all payments due by Tenant to Landlord have been paid in full) the difference between the actual Additional Rent due for such periodyear and the estimated Additional Rent paid by Tenant during such year. Tenant may review, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord at Tenant’s expense and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.after giving

Additional Rent. Commencing on 28.1 Tenant hereby covenants and agrees to pay as Additional Rent the Commencement Dateamounts as set forth below. (a) For each year or part of a year occurring within the Term in which the total annual real estate taxes, assessments (including special assessments), personal property tax, sewer rents, rates and charges (hereinafter referred to as the "Real Estate Taxes") which shall be levied, imposed or assessed upon the Real Property shall exceed the Real Estate Taxes levied, imposed or assessed for the Base Tax Year as is specified in Item I of the Basic Lease Provisions, for each calendar year Landlord shall notify Tenant of the Term (prorated Landlord's best estimate of Tenant's Proportionate Share of Real Estate Taxes for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterabove Base Tax Year Real Estate Taxes and Tenant shall be obligated to pay Landlord, as Additional Rent along with each monthly installment of Base Rent due during such calendar year, one twelfth (1/12th) of such estimated amount. Tenant's payments of such estimated amount shall be treated by Landlord shall furnish as a credit against the actual amount of Tenant's Proportionate Share required to be paid by Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and pursuant to this Paragraph. (b) Landlord covenants and agrees that for each year or part of a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of occurring within the Term in which Tenant is responsible the Real Estate Taxes shall be decreased from the Real Estate Taxes levied, imposed or assessed for paying Additional Rentthe Base Tax Year, Landlord shall furnish to credit against any Additional Rent due from Tenant by written notice, delivered in accordance with Article 22 and hereunder within sixty ninety (6090) days after the end of such calendar year, a sum equal to Tenant's Proportionate Share of such decrease of Real Estate Taxes. Tenant's Proportionate Share of said decrease of Real Estate Taxes for less than one year shall be prorated and apportioned. (c) Landlord may take the benefit of the provisions of any statute or ordinance permitting any Real Estate Tax to be paid over a period of time. (d) Tenant's Proportionate Share of Real Estate Taxes in excess of the Real Estate Taxes for the Base Tax Year shall be determined from the amount finally determined to be legally due as a result of legal proceedings or otherwise. In the event the Real Estate Taxes have not been finally determined by legal proceedings or otherwise at the time of payment of Real Estate Taxes for any subsequent year, the actual amount of Real Estate Taxes paid or accrued by Landlord or billed by the taxing jurisdiction for the Base Tax Year shall be used to calculate any excess thereof. Upon a final determination of the Real Estate Taxes for the Base Year Tax by legal proceedings or otherwise, Landlord shall deliver to Tenant a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Real Estate Taxes for the Base Tax Year as finally determined and showing the computation of any adjustment due to Landlord or to Tenant by reason thereof. Any payment due to Landlord or any credit due to Tenant by reason of such adjustment shall be made as provided herein. (e) If Landlord shall receive any tax refund in respect of any tax year following the Base Tax Year, Landlord shall deduct from such tax refund any expenses incurred in obtaining such tax refund, and out of the remaining balance of such tax refund, Landlord shall credit to Tenant Tenant's actual responsibility for Additional Rent, and (b) Proportionate Share of such refund. Any expenses incurred by Landlord in contesting the sum of Tenant's Monthly Estimated Rent payments made during the year. If validity or the amount of Tenant's actual responsibility the assessed valuation of the Real Property or of any Real Estate Taxes for any year after the Base Tax Year, to the extent not offset by a tax refund, shall be included as an item of Real Estate Taxes for the tax year in which such contest shall be finally determined for the purposes of computing the Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to due Landlord within forty-five hereunder. (45f) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the tax year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement Real Estate Taxes shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each yearchanged, and such records then an appropriate adjustment shall be made available for inspection and photocopying in the computation of the Additional Rent due to Landlord or any credit due to Tenant, in accordance with sound accounting principles, to the changeover to any new tax year adopted by Tenant any taxing authority. "Real Estate Taxes" as set forth in this Article XXVIII shall mean those taxes attributable to the Real Property and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute the Building, and/or contents, provided that, if because of any change in the method of taxation of real estate any other tax or assessment is imposed upon Landlord or the owner of the Real Property and/or the Building or upon or with respect to ▇▇▇▇▇▇▇▇'s calculations the Real Property and/or the Building or the rents or income therefrom in substitution for or in lieu of Tenant's actual responsibility for Additional Rent must any tax or assessment which would otherwise be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and a Real Estate Tax, such other tax or assessment shall be resolved by deemed Real Estate Taxes for the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditpurposes hereof.

Additional Rent. Commencing on the Commencement Date, for For each calendar year of the Term (prorated for any calendar year falling partially within during the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) , in addition to the Base Monthly Rent and Real Property Taxes (collectively known as “Additional Rent”)all other payments due under this Lease, an amount equal to the actual Operating Expenses for that year. Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterLease Year, Landlord shall furnish will prepare and distribute to Tenant an "Estimated Schedule" setting out what Landlord believes to be the reasonably anticipated Operating Expenses for the succeeding Lease Year. The initial Estimated Schedule is annexed to this Lease as Exhibit B. The last distributed Estimated Schedule shall remain operational until replaced by a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly new Estimated Rent”)Schedule. Tenant shall pay to Landlord make payments against the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the TermOperating Expense Schedule. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after After the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) each year Landlord will reconcile the amount of Tenant's actual responsibility for Additional Rent, and (b) Operating Expenses to the sum of Tenant's Monthly Estimated Rent payments made during the yearSchedule. If Tenant has paid, on an estimated basis, an amount less than the amount of Tenant's actual responsibility Operating Expenses for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsaffected Year, Tenant shall pay the deficiency to Landlord difference between the Estimated Schedules and the actual Operating Expenses for the affected Year within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) 30 days of receipt of a written reconciliation and invoice. If the Tenant has paid, on an estimated basis, an amount more than the actual Operating Expenses for the affected year, Tenant shall receive a rental credit upon delivery to Tenant of the written reconciliation. If Landlord’s Statement in accordance with , for any reason, neglects or fails to timely provide the delivery requirements in Section 12.2 and required Estimated Schedule or reconciliation of Operating Expenses to Tenant, such failure shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within deemed a default under or breach of this Lease by Landlord for any purpose; neither shall it be deemed a waiver of any rights of Landlord to collect Tenant's Pro Rata Share of Operating Expenses, nor shall such period, the parties shall request an audit failure by Landlord excuse Tenant from performance of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination any of Tenant's actual responsibility for Additional Rent, Landlord shall pay obligations under the costs provisions of said audit and shall credit this Lease. Notwithstanding any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%)other provision of this Lease, Tenant shall pay the cost have no obligation to make a reconciliation payment to Landlord in connection with under-estimated Operating Expenses until 30 days after receipt of said audita written reconciliation and invoice. Payments made by Tenant pursuant to this Paragraph are sometimes called "Additional Rent."

Additional Rent. Commencing on the Commencement Date(a) In addition to Base Rent, for during each calendar year of the Term (prorated for any calendar year year, or portion thereof, falling partially within the Extended Term), Tenant Lessee shall pay to Landlord Lessor as additional rent Landlord’s Insurance Additional Rent hereunder Lessee's Ratable Share of the amount by which (i) Operating Expenses (as defined below) for the applicable calendar year exceeds Operating Expenses for the Base Year, and Real Property Taxes (collectively known ii) Tax Expenses (as “Additional Rent”)defined below) for the applicable calendar year exceeds Tax Expenses for the Base Year. Prior to January 1 of each calendar year during the Commencement Date Term, or as soon as practical thereafter, Lessor shall make a good faith estimate of Operating Expenses and at least Tax Expenses for the applicable full or partial calendar year and Lessee's Ratable Shares thereof. On or before the first day of each month during such calendar year, Lessee shall pay Lessor, as Additional Rent, a monthly installment equal to one-twelfth of Lessee's Ratable Share of (1) Lessor's estimate of the amount by which Operating Expenses for such calendar year will exceed Operating Expenses for the Base Year, and (2) Lessor's estimate of the amount by which Tax Expenses for such calendar year will exceed Tax Expenses for the Base Year. Lessor shall have the right from time to time during any such calendar year to reasonably revise the estimate of Operating Expenses and Tax Expenses for such year and provide Lessee with a revised statement therefor (provided, however, Lessor agrees that Lessor shall not issue a revised statement more than twice in any calendar year for Operating Expenses and twice in any calendar year for Tax Expenses), and thereafter the amount Lessee shall pay each month shall be based upon such revised estimate. If Lessor does not provide Lessee with an estimate of the Operating Expenses and/or Tax Expenses by January 1 of any calendar year, Lessee shall continue to pay a monthly installment based on the previous year's estimate until such time as Lessor provides Lessee with an estimate of Operating Expenses and/or Tax Expenses for the current year. Upon receipt of such current year's estimate, an adjustment shall be made for any month during the current year with respect to which Lessee paid monthly installments of Additional Rent based on the previous year's estimate. Lessee shall pay Lessor for any underpayment within thirty (30) days prior after Lessor's written demand. Any overpayment of Additional Rent shall, at Lessor's option, be refunded to Lessee or credited against the beginning installments of Additional Rent next coming due under the Lease. Any amount paid by Lessee based on any estimate shall be subject to adjustment pursuant to subsection 2.3(b) below when actual Operating Expenses or actual Tax Expenses, as applicable, are determined. (b) As soon as is practical following the end of each calendar year thereafterduring the Extended Term, Landlord Lessor shall furnish to Tenant Lessee a written statement setting forth of Lessor's actual Operating Expenses and Tax Expenses for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s previous calendar year. If for any calendar year the Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent collected from Lessee for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, as a statement (“Landlord’s Statement”) result of Lessor's estimate of Operating Expenses or Tax Expenses, is in reasonable detail, including supportive documentation, setting forth (a) excess of Lessee's Ratable Share of the amount of Tenantby which Operating Expenses or Tax Expenses, as applicable, for such year exceeds Operating Expenses or Tax Expenses for the Base Year, then Lessor shall refund to Lessee any overpayment (or at Lessor's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the option apply such amount of Tenant's actual responsibility for against Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsdue or to become due hereunder). Likewise, Tenant Lessee shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional RentLessor, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If days after demand, any underpayment with respect to such calendar year whether or not the variance is less than five percent (5%)Lease has terminated prior to receipt by Lessee of a statement for such underpayment, Tenant it being understood that this clause shall pay survive the cost expiration or termination of said auditthe Lease."

Additional Rent. Commencing on the Commencement Date, (1) Tenant shall pay Landlord as “Additional Rent” for each calendar year or portion thereof during the Term Tenant’s Share of the Term sum of (prorated x) the amount (if any) by which Operating Costs for any such period exceed Base Operating Costs, and (y) the amount (if any) by which Taxes for such period exceed Base Taxes. Tenant Landlord _____ _______ (2) Prior to the end of the Base Year and each calendar year falling partially within thereafter, Landlord shall notify Tenant of Landlord’s estimate of Operating Costs, Taxes and Tenant’s Additional Rent for the Term)following calendar year. Commencing on the first day of January of each calendar year and continuing on the first day of every month thereafter in such year, Tenant shall pay to Landlord as additional rent one-twelfth (1/12th) of the estimated Additional Rent. If Landlord thereafter estimates that Operating Costs or Taxes for such year will vary from Landlord’s Insurance prior estimate, Landlord may, by notice to Tenant, revise the estimate for such year (and Additional Rent shall thereafter be payable based on the revised estimate). (3) As soon as defined below) reasonably practicable after the end of the Base Year and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth with respect to such year, showing Operating Costs, Taxes and Additional Rent for the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentyear, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent total payments made during the yearby Tenant with respect thereto. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Unless Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects raises any objections to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant statement within thirty (30) daysdays after receipt of the same, such statement shall conclusively he deemed correct and Tenant shall have no right thereafer to dispute such statement or any item therein or the computation of Additional Rent based hereon. If Tenant does object to such statement, then Landlord shall provide Tenant with reasonable verification of the variance is less than five percent figures shown on the statement and the parties shall negotiate in good faith to resolve any disputes. Any objection of Tenant to Landlord’s statement and resolution of any dispute shall not postpone the time for payment of any amounts due Tenant or Landlord based on Landlord’s statement, nor shall any failure of Landlord to deliver Landlord’s statement in a timely manner relieve Tenant of Tenant’s obligation to pay any amounts due Landlord based on Landlord’s statement. (5%)4) If Tenant’s Additional Rent as finally determined for any calendar year exceeds the total payments made by Tenant on account thereof, Tenant shall pay Landlord the cost deficiency within fourteen (14) days of said audit.Tenant’s receipt of Landlord’s statement. If the total payments made by Tenant on account thereof exceed Tenant’s Additional Rent as finally determined for such year, Tenant’s excess payment shall be credited toward the rent next due from Tenant under this Lease. For any partial calendar year at the beginning or end of the Term, Additional Rent shall be prorated on the basis of a 365-day year by computing Tenant’s Share of the increases in Operating Costs and Taxes for the entire Year and then prorating such amount for the number of days during such year included in the Term. Notwithstanding the termination of this Lease, Landlord shall pay to Tenant or Tenant shall pay to Landlord, as the case may be, within fourteen (14) days after Tenant’s receipt of Landlord’s final statement for the calendar year in which this Lease terminates, the difference between Tenant’s Additional Rent for that year, as finally determined by Landlord, and the total amount previously paid by Tenant on account thereof: If for any reason Base Taxes or Taxes for any year during the Term are reduced, refunded or otherwise changed, Tenant’s Additional Rent shall be adjusted accordingly. If Taxes are temporarily reduced as a result of space in the Building being leased to a tenant that is entitled to an exemption from property taxes or other taxes, then for purposes of determining Additional Rent for each year in which Taxes are reduced by any such exemption, ‘faxes for such year shall be calculated on the basis of the amount the Taxes for the year would have been in the absence of the exemption. The obligations of Landlord to refund any overpayment of Additional Rent and of Tenant to pay any Additional Rent not previously paid shall survive the expiration of the Term. Notwithstanding anything to the contrary in this Lease, if there is at any time a decrease in Taxes below the amount of the Taxes for the Base Year, then for purposes of calculating Additional Rent for the year in which such decrease occurs and all subsequent periods, Base Taxes shell be reduced to equal the Taxes for the year in which the decrease occurs. Tenant Landlord _____ _______

Additional Rent. Commencing on the Lease Commencement DateDate (as determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent and to the extent not required by Landlord to be contracted for each calendar year of the Term (prorated for any calendar year falling partially within the Term)and paid directly by Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (the "Additional Rent") the following amounts: (a) An amount equal to all Property Operating Expenses (as defined belowin Article 13) and incurred by Landlord. Payment shall be made by the following method: Landlord shall deliver to Tenant Landlord's reasonable estimate of any given expense (such as Landlord's Insurance Costs or Real Property Taxes (collectively known Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentmay determine, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Estimated Rent beginning on Rent. The estimated amount may be changed over the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year course of the Term year to reflect Landlord's reasonable understanding of a change in the amount. Landlord reserves the right to change from time to time the methods of billing Tenant for any given expense or group of expenses or the periodic basis on which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and expenses are billed. (b) Landlord's share of the sum consideration received by Tenant upon certain assignments and sublettings as required by Article 7. (c) Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and (d) Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of Tenant's Monthly Estimated Rent payments made during this Lease. Notwithstanding the year. If foregoing, Landlord may elect by written notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof directly to the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsapplicable taxing authority, in which case Tenant shall pay the deficiency make such payments and deliver satisfactory evidence of payment to Landlord within forty-no later than five (455) days after ▇▇▇▇▇▇'s receipt of before such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditReal Property Taxes become delinquent.

Additional Rent. Commencing on the Commencement Date4.1. If, for each calendar year of the Term (prorated for in any calendar year falling partially within during the Termterm of this Lease, the Recurring Operating Costs (as defined in Section 4.8 below) incurred by Landlord in connection with the Project shall exceed the Recurring Operating Costs for the Base Year (as defined in Section 1.1.5), Tenant shall pay to Landlord as additional rent Landlord’s Insurance ("Additional Rent"), in addition to and at the time provided for payment of Base Rent, an amount equal to Tenant's Percentage Share (as defined below) specified in Section 1.1.6 of such excess. The Base Year Recurring Operating Costs shall be deemed to constitute Landlord's agreed contribution to Recurring Operating Costs and Real Property Taxes (collectively known as “Additional Rent”)shall not be deemed to constitute a representation or warranty that such Base Year Recurring Operating Costs will reflect actual Recurring Operating Costs for any succeeding period. 4.2. Prior to the Commencement Date and at least thirty (30) days prior to the beginning end of each calendar year thereafteryear, Landlord shall furnish to Tenant a written statement setting forth the following: (a) or statements showing in reasonable detail Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent(i) Recurring Operating Costs for the immediately succeeding calendar year, (ii) the amount, if any, of the excess of such estimated Recurring Operating Costs over the Base Year Recurring Operating Costs, and (biii) the amount of any Additional Rent which will be payable by Tenant based on such estimate, appropriately prorated on a calculation monthly basis. Thereafter, Tenant shall pay monthly as Additional Rent hereunder, the amount set forth in such estimated Additional Rent statement from Landlord. Neither Landlord's failure to deliver, nor the late delivery of one-twelfth (1/12) such statement or statements shall constitute a default by Landlord hereunder, or a waiver of Landlord's estimate right to any estimated or actual Additional Rent. 4.3. Within one hundred twenty (120) days following the close of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rentyear, Landlord shall furnish to Tenant by a written notice, delivered statement of reconciliation (the "Reconciliation") showing in accordance with Article 22 and within sixty (60) days after reasonable detail Landlord's actual Recurring Operating Costs for the end of such preceding calendar year, together with a statement (“Landlord’s Statement”) of any adjustments necessary to reconcile any sums paid by Tenant hereunder during such calendar year pursuant to Section 4.2 with those sums actually payable and due hereunder for such calendar year as set forth in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the yearReconciliation. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsReconciliation shows that additional sums are due from Tenant hereunder, Tenant shall pay the deficiency such sums to Landlord within forty-five thirty (4530) days after ▇▇▇▇▇▇'s receipt of such statementthe Reconciliation. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Reconciliation shows that an overpayment has been made by Tenant with respect to Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement such overpayment shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment refunded to Tenant within thirty (30) daysdays after Tenant's receipt of the Reconciliation. If In the variance is less than five percent event this Lease has expired or been terminated prior to the end of a calendar year, Landlord's obligation to reconcile and Tenant's obligation to pay shall survive such expiration or termination. Landlord's failure to deliver the Reconciliation to Tenant as provided herein shall not constitute a default by Landlord hereunder nor operate as a waiver of Landlord's right to collect all Additional Rent and other sums due hereunder. Where only a portion of a calendar year falls within the term hereof, Landlord shall calculate estimated (5%or actual, as the case may be) Additional Rent based upon a reasonable proration of estimated (or actual) Recurring Operating Costs for such calendar year. 4.4. Landlord may divide the statements referred to in Section 4.3 above into separate statement(s) for Tax Costs (as defined in Section 4.6 below) and Operating Costs (as defined in Section 4.7 below). Additionally, Tenant Landlord may estimate and measure Tax Costs or Operating Costs, or both, on a fiscal year instead of a calendar year basis, and in such event any and all references in this Article 4 to calendar year shall pay be deemed to refer to such fiscal year. 4.5. Notwithstanding anything to the cost contrary contained herein, under no circumstances shall the provisions of said auditthis Article 4 cause the then current rent to be reduced. Any reference to Landlord's "actual" Recurring Operating Costs in this Article 4 shall be deemed to include an allowance for any adjustment to reflect the level of occupancy of the Building to the extent provided for below.

Additional Rent. (A) Tenant shall pay to Landlord, as Additional Rent, Tenant's Pro Rata Share of Taxes which in any calendar year exceed the actual Taxes for the 1997 calendar year. Said amount shall be prorated if the Commencement Date does not coincide with the beginning or the expiration date does not coincide with the end of a calendar year. (B) Commencing on the Commencement Date, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning pay, with each monthly installment of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Fixed Rent, and (b) a calculation of one-twelfth (1/12) of Landlordthe amount reasonably estimated by Landlord to be due as Tenant's estimate Pro Rata Share of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)excess Taxes for the following calendar year. Tenant If Taxes for the following calendar year are not known, monthly installments shall pay to Landlord the Monthly Estimated Rent beginning be based on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each current calendar year of with immediate adjustment as soon as said Taxes become known. If at the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish time any Taxes or installments thereof are required to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after be paid the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the total amount of Tenant's actual responsibility for Additional Rent, and (b) the sum monthly payments on account of excess Taxes are insufficient to pay Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsPro Rata Share thereof, Tenant shall pay the such deficiency to Landlord within forty-five (455) days after ▇▇▇▇▇▇'s receipt of such statementdemand therefor. If any payment on account of excess Taxes shall be due for the sum of Tenant's Monthly Estimated Rent payments during calendar year in which the year exceeds the amount of Tenant's actual responsibility for Additional RentCommencement Date occurs, Landlord Tenant shall pay the excess said amount to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If days following Landlord's demand therefor. (C) Should any taxing authority impose any separate additional taxes on the variance is less than five percent (5%)value of any improvements made by Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the cost entire tax attributable to such items. Tenant shall pay any sales, use, occupancy, value added (if the value added is not in lieu of said auditTaxes as described in Section 3.2D) or similar tax hereafter levied or imposed in connection with the Fixed or Additional Rent payable by Tenant. (D) The term Taxes shall mean (i) the total amount of Taxes payable with respect to the Building and the Building Parcel and all improvements thereon, including the Parking Garage, plus (ii) one-quarter (1/4) of the total amount of Taxes payable with respect to or attributable to the Auxiliary Areas. Taxes shall include all real estate taxes, assessments, water and sewer rents and other governmental impositions and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseeable and unforeseeable, including any and all fees or expenses incurred in connection with the institution, prosecution, conduct and maintenance of negotiations, settlements, actions or proceedings with respect to the amount of any Taxes, and each and every installment thereof which shall or may during the Term of this Lease be levied, assessed, imposed, become due and payable or a lien upon or arise in connection with the use, occupancy or possession of or grow due or payable out of or for, the Building, the Parking Garage, the land constituting the Building Parcel or any part thereof or improvements thereon, and the Auxiliary Areas or any part thereof or improvements thereon, but excluding, however, any of the foregoing relating to any charge which is measured by the consumption by the actual user of the item or service for which the charge is made. A Tax ▇▇▇▇ or copy thereof submitted by Landlord to Tenant shall be conclusive evidence of the amount of Taxes or installments thereof. (E) Nothing herein contained shall be construed to include as part of the Taxes described in Section 3.2 D any inheritance, estate, succession, transfer, gift, franchise, corporation income or profit tax or capital levy that is or may be imposed upon Landlord; provided, however, that if, at any time during the Term, the method of taxation prevailing at the time of the execution of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the Taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a license fee measured by the rents receivable by Landlord for the Building or the Parking Garage or any portion thereof or (iii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Building or the Parking Garage or any portion thereof or (iv) any other tax or levy imposed in lieu of or as a supplement to Taxes which are in existence as of the date of the execution of this Lease, then the same shall be included in the determination of Tenant's Pro Rata Share of excess Taxes, computed as if the amount of such tax or fee so payable were that due if the Building, the Parking Garage, the Building Parcel and Auxiliary Areas were the only property of Landlord subject thereto. (F) In the event Landlord shall obtain a Tax refund as a result of tax reduction proceedings, then, after the final conclusion of all appeals or other remedies, Tenant shall, provided Tenant is not then in default, be entitled to its Pro Rata Share of the net refund obtained, based upon any amount paid by Tenant which is the subject of the refund. As used herein, the term "net refund" means the refund plus interest thereon, if any, paid by the Governmental Authority less appraisal, administrative, engineering, expert testimony, attorney, printing and filing fees and all other costs and expenses of the proceeding. Tenant shall not have the right to institute or participate in any such proceedings, it being understood that the commencement, maintenance, settlement, or conduct thereof shall be in the sole discretion of Landlord.

Additional Rent. Commencing on the Commencement DateTenant shall reimburse to Landlord monthly, for each calendar year of throughout the Term of Lease and any extension of this Lease, the following Additional Rent to the extent allocable to the Demised Premises: Common Area Maintenance (prorated CAM) expenses, Real Estate Taxes/Assessments, any Utilities not paid directly by Tenant, and any Miscellaneous Charges or Reimbursements Landlord may estimate annual CAM and Real Estate Taxes/Assessments expenses as a basis for reimbursement for any calendar year falling partially and invoice in monthly installments (see Exhibit C). During the Term of Lease and/or any extension of this Lease, Landlord, within the Term)120 days of each calendar year end, will provide to Tenant a written statement of actual CAM and Real Estate Taxes/Assessments expenses, along with reasonable backup information with respect thereto. If Tenant has underpaid its share of any of these expenses, at Landlord’s election, Tenant shall pay to reimburse Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least invoiced, which amounts shall be paid within thirty (30) days prior to the beginning of each calendar year thereafterreceipt of such invoice. If Tenant has overpaid its share of any of these expenses, Landlord shall furnish will credit such amount against the most current monthly invoice. If the Term of Lease includes less than the full calendar year, any reimbursements) will be prorated based on time of occupancy for such year. Upon prior written notice to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay have the opportunity to Landlord audit the Monthly Estimated Rent beginning on the Commencement Date actual CAM and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent Real Estate Taxes/Assessments expenses statement for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year180 days upon receipt of said Statement. For each calendar year Tenant waives its rights to audit the actual CAM and Real Estate Taxes/Assessments expenses upon the failure of the Term in which Tenant is responsible for paying Additional Rentto exercise such rights during said 120 day period. In the event that Tenant has been overcharged by three percent (3%) or more, Landlord shall furnish to Tenant by written noticereimburse Tenant, delivered in accordance along with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of such over charge, the reasonable cost of such audit. Tenant's actual responsibility for Additional Rent, and (b) the sum ’s share of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for all Additional Rent exceeds will be determined by the sum Tenant’s leased share (Demised Premises) of the total building square footage along with Tenant's Monthly Estimated Rent payments’s proportionate share of any rooms considered common area to the building (expenses will be calculated on an annual basis divided by building square footage to obtain an annual cost per square foot.) Landlord, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expiredits election, may credit the excess toward the payments invoice for reimbursement(s) of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying any Utility usage not paid directly by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.

Additional Rent. Commencing In addition to Annual Minimum Rent, Tenant shall pay as “Additional Rent”, Tenant’s Proportionate Share of Operating Expenses. Landlord shall furnish to Tenant, prior to January 31st of each year, La▇▇▇▇▇▇’▇ estimate of Operating Expenses for the coming year. The estimate shall be determined as though the Building were occupied at the actual occupancy rate or at an occupancy rate of ninety-five percent (95%), whichever is higher. Tenant shall pay to Landlord, on the Commencement Datefirst day of each month as Additional Rent, for each calendar year an amount equal to one-twelfth (1/12) of the Term (prorated for any calendar year falling partially within the Term)Tenant’s Proportionate Share of Landlord’s estimate of Operating Expenses. Until Landlord shall furnish such estimate to Tenant, Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior , on the first day of each month, an amount equal to the Commencement Date and at least thirty (30) days prior to Additional Rent payable during the beginning of each calendar year thereafterpreceding month. If there shall be any increase or decrease in Operating Expenses for any year, whether during or after such year, Landlord shall furnish to Tenant a revised estimate and the Additional Rent shall be adjusted and paid or refunded, as the case may be. If the calendar year for which such estimate is furnished ends after the termination of this Lease, or begins before the commencement of this Lease, the Additional Rent payable hereunder shall be prorated to correspond to that portion of the calendar year occurring within the Term of this Lease. Within one hundred twenty (120) days after the end of each calendar year, Landlord shall furnish to Tenant an Operating Statement showing actual Operating Expenses incurred for the preceding year, adjusted where appropriate to a projected cost as though the Building were ninety-five percent (95%) occupied for any periods where actual occupancy was less than ninety-five percent (95%). If the Operating Statement shows that the sums paid by Tenant exceed Te▇▇▇▇’▇ Proportionate Share of Operating Expenses, Landlord shall promptly either refund to Tenant the amount of such excess or credit the amount thereof against subsequent payments of Rent; and if the Operating Statement shows that the sums paid by Tenant were less than Tenant’s Proportionate Share of the same, Tenant shall pay the amount of such deficiency within twenty (20) days after demand therefor. Failure or delay of Landlord to submit the written statement setting forth referred to herein shall not waive any rights of Landlord. For purposes of this Lease, “Operating Expenses” shall mean and include costs and disbursements (other than income taxes) of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the following: management, maintenance, repair or operation of the Building or the Property, including, without limitation, real property taxes, personal property taxes, common area electricity, steam, water, gas, fuel, heating, lighting, air conditioning, window cleaning, common area janitorial, insurance (a) Landlord's estimate including, without limitation, fire, extended coverage, liability, workmen’s compensation, elevator or any other insurance carried by Landlord and applicable to the Building or the Property), parking lot maintenance (including re-striping), landscaping, painting, uniforms, management fees, supplies, sundries, sales or use taxes on supplies and services, costs of wages and salaries of all persons engaged in the operation, administration, maintenance and repair of the Building or the Property, and fringe benefits (including, without limitation, social security taxes, pension, hospitalization, welfare or retirement plans, or any other similar or like expenses incurred under the provisions of any collective bargaining agreement, or any other cost or expenses which Landlord pays or incurs to provide benefits for employees so engaged in the operation, administration, maintenance and repair of the Building or the Property), the charge of any independent contractor who, under contract with Landlord or its representative, does any of the work of operating, maintaining or repairing of the Building, legal and accounting expenses (including, without limitation, such expenses as relate to the seeking or obtaining of reductions in and refunds of real estate taxes), and any other expenses or charges not hereinabove mentioned which in accordance with generally accepted accounting and management principles for properties in Florida similar to the Property would be considered an expense of managing, operating, maintaining or repairing the Building or the Property. Landlord shall also be responsible, at La▇▇▇▇▇▇'s ’▇ sole cost and expense (and not as an Operating Expense), for making all capital improvements to the Building required by applicable law. Notwithstanding the foregoing, Tenant shall also pay to Landlord, as Additional Rent, when and as billed by Landlord, Tenant’s Proportionate Share of the cost of capital improvements made to the Building by Landlord after the Lease Date which are (bi) intended to result in a calculation reduction of one-twelfth Operating Expenses; or (1/12ii) to comply with any law or regulation that was not applicable to the Building on the Lease Date, amortized over the useful life of Landlord's estimate such capital improvements consistent with generally accepted accounting principles, together with interest on the unamortized balance at the rate of interest reasonably available to Landlord for the borrowing of funds for construction of such capital improvements; provided that Tenant shall only be responsible for its Proportionate Share of such amortized amounts applicable to the Lease Term. In the case of any capital improvement which is intended to result in a reduction in Operating Expenses, the total cost of such capital improvement included in Operating Expenses shall not exceed the reduction in Operating Expenses resulting from such capital improvement as reasonably estimated, in accordance with accepted engineering practices, by La▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)’▇ engineer at the time of installation. Tenant Operating Expenses shall pay to Landlord also include the Monthly Estimated Rent beginning on the Commencement Date costs of routine maintenance and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year repair of the Term HVAC system in the Premises, provided that if there are any charges for the maintenance or repair of the HVAC system in the Premises which Tenant is responsible for paying Additional Rentare attributable to the abuse of the system by the Tenant, Landlord shall furnish to Tenant or directly caused by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“LandlordTenant’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsnegligence or willful misconduct, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rentbe separately charged, Landlord and shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent hereunder such excess charges caused by the abuse of the system, or movement or particular preferences of employees of Tenant. Tenant’s Proportionate Share of Operating Expenses for each 2018 is estimated to be $5.22 per rentable square foot. Tenant’s Proportionate Share of controllable Operating Expenses (meaning all Operating Expenses other than taxes, utilities, insurance and any fees imposed by the Central Florida Research Park) will not increase in any one (1) calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of more than five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility ’s Proportionate Share of controllable Operating Expenses for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditprevious calendar year.

Additional Rent. (a) Commencing on the Rent Commencement Date, for each calendar year Date and continuing thereafter through the term of the Term Lease and any extension thereof, Tenant shall pay all general and special real and Personal property taxes and assessments relating to the Premises or Tenant’s personal property located on or used in connection with the Premises and all premiums for insurance maintained on the Premises by Landlord. Tenant shall pay, with each monthly rental payment, an Additional Rent Deposit, representing 1/12 of Landlord’s estimate of taxes, assessments and premiums for the Lease year. As soon as feasible (prorated but in no event later than 90 days) after the commencement of each Lease year, Landlord will furnish Tenant a statement (“Landlords Statement”) showing the following: (i) The amount of Additional Rent due Landlord for the previous Lease year, less credit for Additional Rent Deposits paid, if any; (ii) Estimated real property taxes and assessments for the new Lease year; (iii) Estimated insurance premiums for the new Lease year; (iv) Estimates for any calendar year falling partially within other costs Landlord is entitled to as Additional Rent; and (v) The Additional Rent Deposit due monthly in the Term)then current Lease year, including the amount or revised amount due for months prior to the rendition of the statement. (b) Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior to the Commencement Date and at least within thirty (30) days prior after receipt of such statement any amounts of Additional Rent then due in accordance with Landlords Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the beginning of each calendar year thereafterAdditional Rent Deposit next coming due, Landlord shall furnish or refunded to Tenant a written statement setting forth if the following: Term has already expired (awhich obligation shall survive such expiration) Landlord's estimate of provided T▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”)▇ is not in default hereunder. Tenant No interest or penalties shall pay accrue on any amounts which Landlord is obligated to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish credit to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end reason of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueSection. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects failure to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to deliver L▇▇▇▇▇▇▇▇'s calculations ’s Statement or in computing the amount of the Additional Rent shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a release of Tenant's actual responsibility for ’s obligations to pay such amounts. The Additional Rent must Deposit shall be raised credited against Additional Rent due for the applicable Lease year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may include in the Additional Rent Deposit its estimate of Additional Rent that may not be finally determined until after the termination of this Lease. Tenants obligation to pay Additional Rent (and L▇▇▇▇▇▇▇’s obligation to reimburse Tenant for any excess estimated payments made by Tenant) survives the expiration or termination of the Lease. Tenant within ninety will remit all taxes and insurance due as detailed in section 5(a) directly to Landlord and Landlord will pay directly to the taxing authorities and insurance provider. (90c) Landlord shall maintain books and records showing real estate taxes and assessments, insurance premiums and dues and assessments paid pursuant to any covenants. The Tenant or its representative shall have the right, for a period of one hundred fifty (150) days of receipt of following the date upon which L▇▇▇▇▇▇▇’s Statement is delivered to Tenant, to examine the Landlord’s books and records with respect to the items in Landlord’s Statement during normal business hours, upon written notice, delivered at least three (3) business days in accordance with advance. If T▇▇▇▇▇ does not object in writing to Landlord’s Statement within one year of Tenant’s, receipt: thereof, specifying the delivery requirements nature of the item in Section 12.2 dispute and the reasons therefor, then Landlord’s Statement shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be considered final and binding on the partiesaccepted by T▇▇▇▇▇. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay promptly repay Tenant for any overpayments which Tenant or its auditors identify, together with interest thereon at the costs of said audit and shall credit any overpayment toward Interest Rate from the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to date paid by Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audituntil refunded in full.

Additional Rent. Commencing on Tenant will reimburse to Landlord monthly, throughout the Commencement DateTerm of this Lease and any extension of this Lease, for each calendar year Tenant's proportionate share of the Term following "Additional Rent": Common Area Maintenance (prorated CAM) (as hereinafter defined) expenses, Real Estate Taxes and Assessments (as hereinafter defined), any Utilities (as hereinafter defined) not paid directly by Tenant, and any Miscellaneous Charges and Reimbursements (as hereinafter defined). Tenant’s proportionate share of all Additional Rent will be a fraction, the numerator of which is the rentable area of the Premises and the denominator of which is the rentable area of the Building. If improvements, real property, or the amount of rentable area will be added to or deleted from the Premises or Building, then the amount of Additional Rent may be appropriately adjusted by Landlord from time to time, as applicable. Landlord may estimate annual Additional Rent charges as a basis for reimbursement for any calendar year falling partially within and invoice in monthly installments. Landlord may from time to time adjust the Term), Tenant shall pay monthly installment of estimated Additional Rent charges to more accurately reflect Landlord's current estimate of such charges. When Landlord as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “has determined the actual amounts for each such Additional Rent”). Prior to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafterRent item, Landlord shall furnish will provide to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s actual Additional Rent charges which will advise Tenant of additional amounts due from Tenant or any credit due to Tenant. If Tenant has underpaid its share of any of these expenses, Tenant will reimburse Landlord as invoiced within fifteen (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6015) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum Tenant has overpaid its share of Tenant's Monthly Estimated Rent payments during the year exceeds the amount any of Tenant's actual responsibility for Additional Rentthese expenses, Landlord shall pay will credit such amount against the excess to Tenant at next payment of Additional Rent due under this Lease. If the Term of Lease is less than one calendar year any reimbursement(s) will be prorated based on time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueoccupancy for such year. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects Upon prior written notice to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as , Tenant will have the opportunity to audit the actual Additional Rent for each calendar year statement for a period of three (3) years following each 30 days upon receipt of said statement. Tenant will be deemed to waive its right to audit the actual Additional Rent statement upon its failure to exercise such right during said 30 day period. Landlord presently calculates Additional Rent based on a calendar year, and Tenant's obligation to pay Additional Rent will be prorated on a calendar year basis if the calendar year includes any period of time not within the Term of Lease. Landlord reserves the right to assess Additional Rent items that are incurred based upon occupancy (such records shall as janitorial services for occupied tenant spaces in the Building) only against the occupied spaces in the Building. Landlord and Tenant acknowledge that certain Additional Rent items are incurred largely based on the occupancy of the Building. Therefore, it is agreed that in the event the Building is not fully occupied during any calendar year, a reasonable and equitable adjustment will be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Landlord in computing the Additional Rent must items for that calendar year so that the Additional Rent items so affected by occupancy will be raised by Tenant within ninety adjusted to that amount that would have been incurred had the Building been fully occupied during such calendar year. 3.1 COMMON AREA MAINTENANCE EXPENSES (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said audit.CAM):

Additional Rent. Commencing on (a) Taxes, Insurance and Common Area Maintenance (1) In the Commencement Dateevent the "Tax, for each calendar year of the Term (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance and Common Area Maintenance Expenses" (as defined below) of the Building shall in any calendar year during the term of this Lease exceed the sum of $Base Year 1998 per square foot, then -------------- with respect to such excess (the "Tax, Insurance and Real Property Taxes Common Area Maintenance Differential"), Tenant agrees to pay as additional rental Tenant's pro rata share of the Tax, Insurance and Common Area Maintenance Differential within ten (collectively known as “Additional Rent”)10) days following receipt of an invoice from Landlord stating the amount due. Prior The pro rata share to be paid by Tenant is Sixteen and Thirty Two Hundredths --------------------------------- percent (16.32%) subject, however, to adjustment for any expansion of the Leased ----- Premises. In the case of a multi-building Project, if such Tax, Insurance and Common Area Maintenance Expenses are not separately assessed to the Commencement Date Building but are assessed against the Project as a whole, Landlord shall determine the portion of such Tax, Insurance and at least thirty Common Area Maintenance Expenses allocable to the Building in which the Leased Premises are located. (302) days At or prior to the beginning commencement of each calendar year thereafterthis Lease and at any time during the Lease term, Landlord shall furnish may deliver to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rentany additional rent applicable to the Leased Premises (based on the pro rata share stated above) which may be anticipated for excess Tax, Insurance and (b) a calculation of Common Area Maintenance Expenses during the calendar year in which this Lease commences or for any succeeding calendar year, as the case may be. Based upon such written estimate, the monthly Base Rental shall be increased by one-twelfth (1/12) of Landlordthe estimated additional rent. (3) Statements showing the actual Tax and Insurance Expenses (as well as the actual Common Area Maintenance Expenses, as defined in Paragraph 6(b) below) and Tenant's estimate proportionate share thereof (hereinafter referred to as the "Statement of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month Actual Adjustment") shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each delivered by Landlord to Tenant after any calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant additional rental was paid or due by written notice, delivered in accordance with Article 22 and within sixty Tenant. Within ten (6010) days after the end delivery by Landlord to Tenant of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount Statement of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent paymentsActual Adjustment, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility any additional rental shown on such statement as being due and unpaid. If such Statement of Actual Adjustment shows that Tenant has paid more than the amount of additional rental actually due from Tenant for Additional Rentthe preceding calendar year and if Tenant is not then in default under this Lease, Landlord shall pay credit the amount of such excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance with the delivery requirements in Section 12.2 and shall be resolved by the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling Rental installment due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditfrom Tenant.

Additional Rent. Commencing All sums payable by Tenant under this Lease other than Base Rent shall be deemed "Additional Rent;" the term "Rent" shall mean Base Rent and Additional Rent. Landlord shall estimate in advance and charge to Tenant the following costs, to be paid with the Base Rent on a monthly basis throughout the Commencement Date, for each calendar year of the Term Lease Term: (prorated for any calendar year falling partially within the Term), Tenant shall pay to Landlord as additional rent Landlord’s Insurance (as defined belowi) and all Real Property Taxes for which Tenant is liable under Section 5.01 and 5.02 of the Lease, (collectively known ii) all utility costs (if utilities are not separately metered) for which Tenant is liable under Section 6.01 of the Lease, (iii) all insurance premiums for which Tenant is liable under Sections 7.01 and 7.08 of the Lease, (iv) all CAM Expenses for which Tenant is liable under Section 8.04 of the Lease. Collectively, the aforementioned Real Property Taxes, insurance, utility, and CAM Expenses shall be referred to as “Additional Rent”)the "Total Operating Costs." Landlord may adjust its estimate of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs. Prior Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within 120 days after the Commencement Date end of each fiscal year (which shall be the calendar year for this Lease) during the Lease Term, Landlord shall deliver to Tenant a statement prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year and at least Tenant's Pro Rata Share of such expenses. Within thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (60) days after the end of such calendar year, a statement (“Landlord’s Statement”) in reasonable detail, including supportive documentation, setting forth (a) the amount of Tenant's actual responsibility for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If , there shall be an adjustment between Landlord and Tenant, with payment to or credit given by Landlord (as the sum of Tenant's Monthly Estimated Rent payments during case may be) in order that Landlord shall receive the year exceeds the entire amount of Tenant's actual responsibility share of such costs and expenses for Additional Rent, Landlord shall such period. In addition to its obligation to pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling dueits Pro Rata Share of Total Operating Expenses, Tenant is required hereunder to pay directly to suppliers, vendors, carriers, contractors. Landlord’s Statement shall be final etc. certain insurance premiums, utility costs, personal property taxes, maintenance and binding upon repair costs and other expenses, collectively "Additional Expenses." If Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as pays for any Additional Rent for each calendar year for a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement Expenses in accordance with the delivery requirements in Section 12.2 and terms of this Lease, Tenant's obligation to reimburse such costs shall be resolved by the parties through consultation an Additional Rent obligation payable in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward full with the next Base monthly Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) dayspayment. If the variance is less than five percent (5%)Unless this Lease provides otherwise, Tenant shall pay all Additional Rent then due with the cost next monthly installment of said auditBase Rent.

Additional Rent. Commencing Tenant will pay as additional rent ("Additional Rent") at the times herein stated (if no times are stated, then on the Commencement Date, for each calendar year first day of the Term month after Landlord notifies Tenant of the amount of such additional rent, except that any additional rent resulting from the adjustments provided below determined after the Expiration Date of the Lease shall be paid within thirty days after Landlord notifies Tenant of the additional amount due): (prorated for i) Increases in Real Estate Taxes. Tenant's Allocated Share of Increases in Real Estate Taxes (as defined in the Basic Lease Provisions). At any calendar year falling partially time or times after the Base Year, Landlord may submit to Tenant a statement of Landlord's reasonable estimate of any such tax increase over the Real Estate Taxes during the Base Year and within the Term)thirty (30) days after delivery of such statement and each month thereafter, Tenant shall pay to Landlord Landlord, as additional rent Landlord’s Insurance (as defined below) and Real Property Taxes (collectively known as “Additional Rent”). Prior monthly rent, an amount equal to the Commencement Date and at least thirty (30) days prior to the beginning of each calendar year thereafter, Landlord shall furnish to Tenant a written statement setting forth the following: (a) Landlord's estimate of ▇▇▇▇▇▇'s Additional Rent, and (b) a calculation of one-twelfth (1/12) of Landlordthe amount determined to be Tenant's estimate Allocated Share of ▇▇▇▇▇▇'s Additional Rent such increase. Within ninety (“Monthly Estimated Rent”). Tenant shall pay to Landlord the Monthly Estimated Rent beginning on the Commencement Date and on the first day of every successive calendar month thereafter during the Term. Monthly Estimated Rent for a period of less than one month shall be prorated on a daily basis based on a three hundred sixty-five (365) day year. For each calendar year of the Term in which Tenant is responsible for paying Additional Rent, Landlord shall furnish to Tenant by written notice, delivered in accordance with Article 22 and within sixty (6090) days after the end expiration of each calendar year in which Tenant's monthly rent is increased pursuant to this paragraph, Landlord may submit, or upon the request of Tenant, Landlord shall submit, a statement showing the determination of the actual amount of the total increase and Tenant's Allocated Share of such increase. If such statement shows that Tenant's monthly payments pursuant to this paragraph exceeded Tenant's Allocated Share of the actual increase incurred for the preceding calendar year, a then Tenant may deduct such overpayment from its next two payments of monthly rent and any excess thereafter shall be promptly reimbursed. If such statement (“shows that Tenant's share of Landlord’s Statement”) 's actual increase exceeded Tenant's monthly payments for the preceding calendar year, then Tenant shall immediately pay the total amount of such deficiency to Landlord. In the event that the Lease Expiration Date is not December 31st, the increase to be paid by Tenant for the calendar year in reasonable detail, including supportive documentation, setting forth (a) which the Lease Expiration Date occurs shall be determined by multiplying the amount of Tenant's actual responsibility share thereof for Additional Rent, and (b) the sum of Tenant's Monthly Estimated Rent payments made during the year. If the amount of Tenant's actual responsibility for Additional Rent exceeds the sum of Tenant's Monthly Estimated Rent payments, Tenant shall pay the deficiency to Landlord within forty-five (45) days after ▇▇▇▇▇▇'s receipt of such statement. If the sum of Tenant's Monthly Estimated Rent payments during the year exceeds the amount of Tenant's actual responsibility for Additional Rent, Landlord shall pay the excess to Tenant at the time Landlord furnishes the statement, or, if this Lease has not expired, may credit the excess toward the payments of Base Rent and ▇▇▇▇▇▇'s Monthly Estimated Rent next falling due. Landlord’s Statement shall be final and binding upon Landlord and Tenant unless Tenant objects to Landlord’s Statement within ninety (90) days from receipt. Landlord shall keep records showing all expenditures incurred as Additional Rent for each full calendar year for by a period of three (3) years following each year, and such records shall be made available for inspection and photocopying by Tenant and/or its agents during ordinary business hours at Landlord’s principal office. Any dispute with respect to ▇▇▇▇▇▇▇▇'s calculations of Tenant's actual responsibility for Additional Rent must be raised by Tenant within ninety (90) days of receipt of Landlord’s Statement in accordance fraction with the delivery requirements in Section 12.2 number of days during such calendar year prior to the Lease Expiration Date as the numerator and shall be resolved by with 365 as the parties through consultation in good faith within sixty (60) days of written notice of disputed charge. However, if the dispute cannot be resolved within such period, the parties shall request an audit of the disputed matter from an independent, certified public accountant selected by both Landlord and Tenant, whose decision shall be based on generally accepted accounting principles and shall be final and binding on the parties. If there is a variance of five percent (5%) or more between said decision and Landlord's determination of Tenant's actual responsibility for Additional Rent, Landlord shall pay the costs of said audit and shall credit any overpayment toward the next Base Rent and/or Monthly Estimated Rent payment falling due or pay such overpayment to Tenant within thirty (30) days. If the variance is less than five percent (5%), Tenant shall pay the cost of said auditdenominator.